425

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


                Date of Report (Date of earliest event reported):
                                  March 1, 2005



                                 PERRIGO COMPANY
             (Exact name of registrant as specified in its charter)


   MICHIGAN                           0-19725                    38-2799573
---------------                     ------------            -------------------
(State of other                     (Commission                (IRS Employer
Jurisdiction of                     File Number)            Identification No.)
 Incorporation)

515 Eastern Avenue, Allegan, Michigan                   49010
------------------------------------------           -----------
(Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code:   (269) 673-8451
                                                      --------------



                                 Not Applicable
--------------------------------------------------------------------------------
             (Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[X] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))


ITEM 5.03.        AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
                  FISCAL YEAR

The Board of Directors approved an amendment and restatement of the Restated
Bylaws of Perrigo Company effective March 1, 2005. Section 2 of Article III was
amended to provide that notice of a special Board meeting may be given by
electronic mail. Section 1 of Article IV was amended to provide that the Board
shall annually elect a President, a Secretary and a Treasurer.

The Restated Bylaws of Perrigo Company, as amended through March 1, 2005, are
attached as Exhibit 3.1.


ITEM 8.01.        OTHER EVENTS

On March 2, 2005, Agis Industries (1983) Ltd. issued a press release regarding
the distribution of a dividend to its shareholders. Although Perrigo previously
thought that the dividend payment date would be on or prior to the closing date
of its merger with Agis, the press release specifies a dividend payment date of
March 31, 2005, which Perrigo anticipates will be subsequent to the closing of
this merger. The press release is attached as Exhibit 99.1.


ADDITIONAL INFORMATION AND WHERE YOU CAN FIND IT

Perrigo has filed with the SEC a Registration Statement on Form S-4, which
includes a proxy statement/prospectus of Perrigo and other relevant materials in
connection with the proposed transaction. The proxy statement/prospectus was
mailed to the stockholders of Perrigo. Investors and security holders of Perrigo
are urged to read the proxy statement/prospectus and the other relevant
materials because they contain important information about Agis, Perrigo and the
proposed transaction. The proxy statement/prospectus and other relevant
materials, and any other documents filed by Perrigo with the SEC, may be
obtained free of charge at the SEC's web site at www.sec.gov. Investors and
security holders may obtain free copies of the documents filed with the SEC by
Perrigo at www.perrigo.com. Investors and security holders are urged to read the
proxy statement/prospectus and the other relevant materials before making any
voting or investment decision with respect to the proposed transaction.


ITEM 9.01.        FINANCIAL STATEMENTS AND EXHIBITS

(c)      Exhibits

         3.1.  Restated Bylaws of Perrigo Company, as amended through March 1,
               2005.

         99.1. Press release issued by Agis Industries (1983) Ltd. on March 2,
               2005.






                                   SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                   PERRIGO COMPANY
                                   (Registrant)



                                   By:      /s/  Todd W. Kingma
                                        ----------------------------------------
Dated: March 3, 2005                        Todd W. Kingma
                                            Senior Vice President, Secretary and
                                            General Counsel






                                  Exhibit Index


     3.1.  Restated Bylaws of Perrigo Company, as amended through March 1, 2005.

     99.1. Press release issued by Agis Industries (1983) Ltd. on March 2, 2005.

EX-3.1

                                                                     EXHIBIT 3.1




                                 RESTATED BYLAWS

                                       of

                                 PERRIGO COMPANY

                        As amended through March 1, 2005






                       RESTATED BYLAWS OF PERRIGO COMPANY

                                   ARTICLE I.

                                     OFFICES

The registered office of the Corporation shall be in the City of Allegan, County
of Allegan, State of Michigan.

The Corporation may also have offices at such other places within or without the
State of Michigan as the Board of Directors may from time to time determine.

                                  ARTICLE II.

                                  SHAREHOLDERS

Section 1 - Place of Meeting

Except as other wise provided by applicable law, the Board of Directors may
designate any place either within or without the State of Michigan, as the place
of meeting for any annual meeting of shareholders or for any special meeting of
shareholders. If no designation is made the place of meeting shall be the
registered office of the Corporation in the State of Michigan.

Section 2 - Annual Meeting

The annual meeting of shareholders shall be held on such date and at such time
and place as shall be selected by the Board of Directors, for the purpose of
electing directors and for the transaction of such other business as may
properly be brought before the meeting.

Section 3 - Special Meeting

A special meeting of shareholders may be called at any time by the Chairman of
the Board, the President or a majority of the total number of directors which
the Corporation would have if there were no vacancies (the "Whole Board of
Directors").

Section 4 - Notice of Meeting

Written notice of the place, date, hour and purposes of each meeting of
shareholders shall be given to the holders of record of the shares of capital
stock of the Corporation entitled to vote at the meeting by mailing, postage
prepaid, or delivering in person such notice not later than 10 nor more than 60
days before the date of such meeting to each such holder at the address
designated by him or her for that purpose or, if none is designated, at his or
her last known address. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail with postage thereon prepaid, addressed
to the shareholder at his or her


                                      -1-


address as it appears on the stock transfer books of the Corporation. Only such
business shall be conducted at a special meeting of shareholders as shall have
been brought before the meeting pursuant to the Corporation's notice of meeting.
Meetings may be held without notice if all shareholders entitled to vote are
present, or if notice is waived by those not present in accordance with Article
VI of these Bylaws.

Any previously scheduled meeting of shareholders may be postponed, and except as
otherwise provided by applicable law, any special meeting of shareholders may be
cancelled by resolution of the Board of Directors upon public notice given prior
to the date previously scheduled for such meeting of shareholders.

If a meeting of shareholders is adjourned to another time or place, it shall not
be necessary to give notice of the adjourned meeting if the time and place to
which the meeting is adjourned are announced at the meeting at which the
adjournment is taken and only such business is transacted at the adjourned
meeting as might have been transacted at the original meeting; provided that, if
after the adjournment the Board of Directors fixes a new record date for the
adjourned meeting, notice of the adjourned meeting shall be given to each
shareholder of record on the new record date.

Section 5 - Quorum; Adjournment

At all meetings of shareholders there shall be present in person or by proxy
holders of a majority of the shares entitled to vote at the meeting in order to
constitute a quorum. From time to time and whether or not there is such a
quorum, the Chairman of the meeting or the holders of a majority of the shares
entitled to vote at the meeting present in person or by proxy, without notice
other than announcement at the meeting of the time and place to which the
meeting is adjourned, may adjourn the meeting to such time and place, subject,
however, to the provisions of the proviso last set forth in Section 4 of this
Article II of these Bylaws. The shareholders present at a duly called meeting at
which a quorum is present may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.

The Chairman of any meeting of shareholders shall be the Chairman of the Board,
unless the Board of Directors shall by resolution prior to such meeting
designate another person as Chairman of such meeting.

Section 6 - Voting

At each meeting of shareholders, each shareholder present in person or
represented by a valid proxy that satisfies the requirements of Section 8 of
this Article II of these Bylaws shall be entitled to one vote for each share of
common stock registered in his or her name on the books of the Corporation at
the record date determined in accordance with Section 5 of Article V of these
Bylaws. The voting rights, if any, of preferred stock will be established by the
Board of Directors in the designation of the preferred stock. To the extent that
voting



                                      -2-


rights are granted to any series of preferred stock outstanding, the holders of
shares of such series of preferred stock on the books of the Corporation at the
record date determined in accordance with Section 5 of Article V of these Bylaws
shall be entitled to vote at the meeting of shareholders in accordance with
their voting rights set forth in the designation.

Election of directors at all meetings of the shareholders at which directors are
to be elected shall be by ballot, and, subject to the rights of the holders of
any series of preferred stock to elect directors under specified circumstances,
a plurality of the votes cast thereat shall elect directors. In all matters
other than the election of directors, when an action is to be taken by vote of
the shareholders, it shall be authorized by a majority of the votes cast by the
holders of shares entitled to vote thereon, unless a greater plurality is
required by the Articles of Incorporation or by applicable law.

No shareholder may participate in a meeting of shareholders by a conference
telephone or by other similar communications equipment, and any shareholder
attempting to so participate in any meeting of shareholders shall be deemed not
to be present in person at such a meeting.

Section 7 - Inspection of Shareholders List

The Corporation shall keep at the office of its transfer agent, within or
without the State of Michigan, records containing the names and addresses of all
shareholders, the number of shares held by each, and the dates when they
respectively became holders of record thereof. A person who is a shareholder of
record of the Corporation, upon at least ten days' written demand, may examine
for any proper purpose, in person or by agent or attorney, during usual business
hours, the record of shareholders and make extracts therefrom, at such place,
within or without the State of Michigan, as such records are kept.

The officer or agent of the Corporation having charge of the stock transfer
books for shares of the Corporation shall make and certify a complete list of
the shareholders entitled to vote at a shareholders' meeting or any adjournment
thereof. Such list shall be produced at the time and place of the meeting and
shall be subject to inspection by any shareholder during the whole time of the
meeting.

Section 8 - Proxies

Any shareholder entitled to vote at a meeting of shareholders may authorize
other persons to act for him or her by proxy; but no proxy shall be exercised
after three years from its date unless otherwise specifically provided in the
proxy.

Without limiting the manner in which a shareholder may authorize another person
or persons to act for him or her as proxy pursuant to these Bylaws, the
following methods constitute a valid means by which a shareholder may grant
authority to another person to act as proxy:


                                      -3-



(A)  The execution of a writing authorizing another person or persons to act for
     the shareholder as proxy. Execution may be accomplished by the shareholder
     or by an authorized officer, director, employee, or agent signing the
     writing or causing his or her signature to be affixed to the writing by any
     reasonable means including, but not limited to, facsimile signature.

(B)  Transmitting or authorizing the transmission of a telegram, cablegram, or
     other means of electronic transmission to the person who will hold the
     proxy or to a proxy solicitation firm, proxy support service organization,
     or similar agent fully authorized by the person who will hold the proxy to
     receive that transmission. Any telegram, cablegram, or other means of
     electronic transmission must either set forth or be submitted with
     information from which it can be determined that the telegram, cablegram,
     or other electronic transmission was authorized by the shareholder. If a
     telegram, cablegram, or other electronic transmission is determined to be
     valid by the inspectors, they or, if there are no inspectors, the persons
     making the determination shall specify the information upon which they
     relied.

(C)  A copy, facsimile telecommunication, or other reliable reproduction of the
     writing or transmission created pursuant to this Section 8 may be
     substituted or used in lieu of the original writing or transmission for any
     purpose for which the original writing or transmission could be used, if
     the copy, facsimile telecommunication, or other reproduction is a complete
     reproduction of the entire original writing or transmission.

Proxies shall be delivered or directed to the attention of the Secretary of the
Corporation before the meeting at which such proxies are intended to be voted.

Section 9 - Inspectors of Election; Opening and Closing the Polls

The Board of Directors, in advance of a shareholders' meeting, may appoint one
or more inspectors to act at the meeting or any adjournment thereof. If
inspectors are not so appointed, the Chairman of such meeting may, and on
request of a shareholder entitled to vote thereat shall, appoint one or more
inspectors. In case a person appointed fails to appear or act, the vacancy may
be filled by appointment made by the Board in advance of the meeting or at the
meeting by the Chairman of such meeting.

The inspectors shall determine the number of shares outstanding and the voting
power of each, the shares represented at the meeting, the existence of a quorum,
the validity and effect of proxies, and shall receive votes, or ballots, hear
and determine challenges and questions arising in connection with the right to
vote, count and tabulate votes, or ballots, determine the result, and do such
acts as are proper to conduct the election or vote with fairness to all
shareholders. On request of the Chairman of the meeting or a shareholder
entitled to vote thereat, the inspectors shall make and execute a written report
to the Chairman of the meeting of any of the facts found by them and matters
determined by


                                      -4-



them. The report is prima facie evidence of the facts stated and of the vote as
certified by the inspectors.

The Chairman of the meeting (or his of her designee) shall fix and announce at
the meeting the date and time of the opening and the closing of the polls for
each matter upon which the shareholders will vote at a meeting.

Section 10 - Notice of Shareholder Business and Nominations

(A)  Annual Meetings of Shareholders.

     (1) Nominations of persons for election to the Board of Directors of the
     Corporation and the proposal of business to be considered by the
     shareholders may be made at an annual meeting of shareholders (a) pursuant
     to the Corporation's notice of meeting, (b) by or at the direction of the
     Board of Directors or (c) by any shareholder of the Corporation who was a
     shareholder of record at the time of giving of notice provided for in this
     Section 10 of this Article II of these Bylaws, who is entitled to vote at
     the meeting and who complies the notice procedures set forth in this
     Section 10(A) of this Article II of these Bylaws.

     (2) For nominations or other business to he properly brought before an
     annual meeting by a shareholder pursuant to Section 10(A)(1)(c) of this
     Article II of these Bylaws, the shareholder must have given timely notice
     thereof in writing to the Secretary of the Corporation and such other
     business must otherwise be a proper matter for shareholder action. To be
     timely, a shareholder's notice shall be delivered to the Secretary at the
     principal executive offices of the Corporation not later than the close of
     business on the 70th day nor earlier than the close of business on the 90th
     day prior to the first anniversary of the preceding year's annual meeting;
     provided, however, that in the event that the date of the annual meeting is
     more than 30 days before or more than 60 days after such anniversary date,
     notice by the shareholder to be timely must be so delivered not earlier
     than the close of business on the 90th day prior to such annual meeting and
     not later than the close of business on the later of the 70th day prior to
     such annual meeting or the 10th day following the day on which public
     announcement of the date of such meeting is first made by the Corporation.
     In no event shall the public announcement of an adjournment of an annual
     meeting commence a new time period for the giving of a shareholder's notice
     as described above. Such shareholder's notice shall set forth (a) as to
     each person whom the shareholder proposes to nominate for election or
     reelection as a director all information relating to such person that is
     required to be disclosed in solicitations of proxies for election of
     directors in an election contest, or is otherwise required, in each case
     pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
     amended (the "Exchange Act") and Rule 14a-11 thereunder (including such
     person's written consent to being named in the proxy statement as a nominee
     and to serving as a director if elected); (b) as to any other business that
     the shareholder proposes to


                                      -5-


     bring before the meeting, a brief description of the business desired to be
     brought before the meeting, the reasons for conducting such business at the
     meeting and any material interest in such business of such shareholder and
     the beneficial owner, if any, on whose behalf the proposal is made; and (c)
     as to the shareholder giving the notice and the beneficial owner, if any,
     on whose behalf the nomination or proposal is made (i) the name and address
     of such shareholder, as they appear on the Corporation's books, and of such
     beneficial owner and (ii) the class and number of shares of the Corporation
     which are owned beneficially and of record by such shareholder and such
     beneficial owner.

     (3) Notwithstanding anything in the second sentence of Section 10(A)(2) of
     this Article II of these Bylaws to the contrary, in the event that the
     number of directors to be elected to the Board of Directors of the
     Corporation is increased and there is no public announcement by the
     Corporation naming all of the nominees for director or specifying the size
     of the increased Board of Directors at least 70 days prior to the first
     anniversary of the preceding year's annual meeting, a shareholder's notice
     required by this Section 10(A) of this Article II of these Bylaws shall
     also be considered timely, but only with respect to nominees for any new
     positions created by such increase, if it shall be delivered to the
     Secretary at the principal executive offices of the Corporation not later
     than the close of business on the 10th day following the day on which such
     public announcement is first made by the Corporation.

(B)  Special Meetings of Shareholders. Except as otherwise provided by
     applicable law, only such business shall be conducted at a special meeting
     of shareholders as shall have been brought before the meeting pursuant to
     the Corporation's notice of meeting. Nominations of persons for election to
     the Board of Directors may be made at a special meeting of shareholders at
     which directors are to be elected pursuant to the Corporation's notice of
     meeting (a) by or at the direction of the Board of Directors or (b)
     provided that the Board of Directors has determined that directors shall be
     elected at such meeting, by any shareholder of the Corporation who is a
     shareholder of record at the time of giving of notice provided for in this
     Section 10(B) of this Article II of these Bylaws, who shall be entitled to
     vote at the meeting and who complies with the notice procedures set forth
     in this Section 10(B) of this Article II of these Bylaws. In the event the
     Corporation calls a special meeting of shareholders for the purpose of
     electing one or more directors to the Board of Directors, any such
     shareholder may nominate a person or persons (as the case may be), for
     election to such position(s) as specified in the Corporation's notice of
     meeting, if such shareholder shall deliver the notice required by Section
     10(A)(2) of this Article II of these Bylaws to the Secretary at the
     principal executive offices of the Corporation not earlier than the close
     of business on the 90th day prior to such special meeting and not later
     than the close of business on the later of the 70th day prior to such
     special meeting or the 10th day following the day on which public
     announcement is first made of the date of the special meeting and of the
     nominees proposed by the Board of Directors to be elected at such meeting.
     In no event shall the public announcement


                                      -6-



     of an adjournment of a special meeting commence a new time period for the
     giving of a shareholder's notice as described above.

(C)  General.

     (1) Only such persons who are nominated in accordance with the procedures
     set forth in this Section 10 of this Article II of these Bylaws shall be
     eligible to be elected at a meeting of shareholders to serve as directors
     and only such business shall be conducted at a meeting of shareholders as
     shall have been brought before the meeting in accordance with the
     procedures set forth in this Section 10 of this Article II of these Bylaws.
     Except as otherwise provided by applicable law, the Chairman of the meeting
     shall have the power and duty to determine whether a nomination or any
     business proposed to be brought before the meeting was made or proposed, as
     the case may be, in accordance with the procedures set forth in this
     Section 10 of this Article II of these Bylaws and, if any proposed
     nomination or business is not in compliance with this Section 10 of this
     Article II of these Bylaws, to declare that such defective proposal or
     nomination shall be disregarded.

     (2) For purposes of this Section 10 of this Article II of these Bylaws,
     "public announcement" shall mean disclosure in a press release reported by
     the Dow Jones News Service, Associated Press or comparable national news
     service or in a document publicly filed by the Corporation with the
     Securities and Exchange Commission pursuant to Section 13, 14 or 15 (d) of
     the Exchange Act.

     (3) Notwithstanding the foregoing provisions of this Section 10 of this
     Article II of these Bylaws, a shareholder shall also comply with all
     applicable requirements of the Exchange Act and the rules and regulations
     thereunder with respect to the matters set forth in this Section 10 of this
     Article II of these Bylaws. Nothing in this Section 10 of this Article II
     of these Bylaws shall be deemed to affect any rights (i) of shareholders to
     request inclusion of proposals in the Corporation's proxy statement
     pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any
     series of preferred stock to elect directors under specified circumstances.

Section 11 - No Shareholder Action by Written Consent

Subject to the rights of the holders of any series of preferred stock with
respect to such series of preferred stock, any action required or permitted to
be taken by the shareholders of the Corporation must be effected at an annual or
special meeting of shareholders of the Corporation and may not be effected by
any consent in writing by such shareholders.



                                      -7-


                                  ARTICLE III.

                               BOARD OF DIRECTORS

Section 1 - Number; Method of Election; Terms of Office; Qualification and
            Removal

The business and affairs of the Corporation shall be managed by the Board of
Directors. The number of directors of the Corporation shall be not less than one
(1) nor more than eleven (11), the exact number to be determined from time to
time by resolution of the Board of Directors adopted by a majority of the
directors then in office.

The Board of Directors shall be divided into three classes as nearly equal in
number as possible with staggered three-year terms, the term in office of the
members of one class to expire at each annual meeting of shareholders of the
Corporation.

During the intervals between annual meetings of shareholders, any vacancy in the
Board of Directors caused by resignation, removal, death, or other incapacity
may be filled by a majority vote of the directors then in office, though less
than a quorum of the Board. A directorship to be filled because of a vacancy may
be filled by the Board for a term of office continuing only until the next
election of the class of directors in which the vacancy occurred. When the
number of directors is changed, any newly created directorships or any decrease
in directorships shall be so apportioned among the classes as to make all
classes as nearly equal in number as possible. No decrease in the number of
authorized directors constituting the Whole Board of Directors shall shorten the
term of any incumbent director.

Any director may be removed from office as a director at any time, but only for
cause, by the affirmative vote of shareholders holding a majority of the
outstanding shares of Common Stock of the Corporation entitled to vote for the
election of directors at a meeting of the shareholders called for that purpose.

If for any reason the annual meeting of shareholders shall not be held at the
time appointed by these Bylaws, the directors shall cause a meeting to be held
for the election of the directors as soon thereafter as conveniently may be, and
the directors then in office who are nominees for reelection or for whom
successors are to be elected shall continue in office until such election shall
have been held and until their reelection or their successors have been duly
elected and qualified.

Section 2 - Meetings

The Board of Directors may hold its meetings and have an office and keep the
books of the Corporation, except as otherwise provided by applicable law or
these Bylaws, in such place or places within or without the State of Michigan as
the Board may from time to time determine.


                                      -8-



The Board of Directors may in its discretion provide for regular meetings of the
Board. Notice of regular meetings need not be given. Special meetings of the
Board shall be held whenever called by direction of the Chairman of the Board or
the President or any two of the directors for the time being in office. The
Secretary shall give notice of a special meeting by mailing same at least three
days, or by delivering personally or by overnight mail or courier service, or by
telegraphing the same at least one day, or by telephoning or delivering by
facsimile transmission or electronic mail at least twelve hours, before the
meeting to each director, but such notice may be waived by any director. Unless
otherwise indicated in the notice thereof, any and all business may be
transacted at a special meeting.

A meeting may be held without notice, and any business may be transacted
thereat, if every director shall be present, or if those not present waive
notice of the meeting in accordance with Article VI of these Bylaws. No notice
of any adjourned meeting need be given.

Section 3 - Quorum and Actions of the Board of Directors

Except as provided in Section 6 of this Article III of these Bylaws, a majority
of the Board of Directors shall constitute a quorum for the transaction of
business, and the acts of a majority of the directors present at a meeting at
which a quorum is present shall be the acts of the Board of Directors; but if
there be less than a quorum at any meeting of the Board, a majority of those
present may adjourn the meeting from time to time. The directors present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough directors to leave less than a quorum.

A member of the Board may participate in any meeting of the Board by means of
conference telephone or similar communications equipment by means of which all
persons may participate in the meeting, and participation in a meeting by such
means shall constitute presence in person at such meeting.

Section 4 - Committees

The Board of Directors may designate from among its members such committees as
it may deem appropriate from time to time, and such committees shall exercise
the authority delegated to them. The Board may delegate to any committee, but
not more than one committee, the power and authority to declare a distribution
or dividend upon any outstanding class or series of capital stock of the
Corporation, and the Board may delegate to the same or any other committee, but
not more than one committee, the power and authority to authorize the issuance
of shares of any class or series of capital stock of the Corporation.

Section 5 - Quorum and Action of a Committee

Except as provided in Section 6 of this Article III of these Bylaws, a majority
of any committee of the Board of Directors shall constitute a quorum for the
transaction of


                                      -9-


business, and the acts of a majority of the committee members present at a
meeting at which a quorum is present shall be the acts of the committee; but if
there be less than a quorum at any meeting of a committee, a majority of those
present may adjourn the meeting from time to time. The members of a committee
present at a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough committee members to leave
less than a quorum.

A majority, or the chairperson, of any committee may fix the time and place of
its meeting, unless the Board shall otherwise provide. Notice of meetings of a
committee shall be given to each member of the committee in the manner provided
for in the second paragraph of Section 2 of this Article III of these Bylaws.

In the absence or disqualification of a member of a committee, the remaining
members thereof present at a meeting and not disqualified from voting, whether
or not they constitute a quorum, may unanimously appoint another member of the
Board to act at the meeting in place of such absent or disqualified member.

A member of a committee of the Board of Directors may participate in any meeting
of the committee by means of conference telephone or similar communication
equipment by means of which all persons may participate in the meeting, and
participation in a meeting by such means shall constitute presence in person at
such meeting.

Section 6 - Action by Unanimous Written Consent

Any action required or permitted to be taken at any meeting of the Board of
Directors or a committee thereof may be taken without a meeting if, before the
action, all members of the Board or of the committee consent thereto in writing.
The written consents shall be filed with the minutes of the proceedings of the
Board or committee. The consent shall have the same effect as a vote of the
Board or committee for all purposes.

Section 7 - Compensation of the Board of Directors

Directors, unless employed by and receiving a salary from the Corporation, shall
receive such compensation for serving on the Board and for attending meetings of
the Board and any committee thereof as may be fixed by the Board. Directors
shall be reimbursed their reasonable expenses incurred while engaged in the
business of the Corporation.

                                  ARTICLE IV.

                           OFFICERS OF THE CORPORATION

Section 1 - Selection and Removal

The Board of Directors shall annually elect a President, a Secretary, and a
Treasurer. All of these officers, except the Secretary, are required to be
regular full-time employees of the


                                      -10-



Corporation. The Board of Directors may also elect one or more Vice Presidents
including Senior Vice Presidents or Executive Vice Presidents, one or more
Assistant Secretaries and one or more Assistant Treasurers. No one of these
officers needs to be a director. Any two of the above offices except those of
(a) President and Vice President, (b) Secretary and Assistant Secretary or (c)
Treasurer and Assistant Treasurer may be held by the same person; but no officer
shall execute, acknowledge, or verify any instrument in more than one capacity.

An officer shall hold office for the term of one year and until his or her
successor shall have been elected or appointed and qualified, or until
resignation or removal.

Any officer may be removed by the Board of Directors with or without cause.

The Board of Directors may fill any vacancies in any offices occurring for
whatever reason.

The Board is authorized from time to time to elect or appoint one of its members
as Chairman of the Board or Vice Chairman of the Board and such person or
persons shall perform such duties as shall be prescribed by these Bylaws or by
the Board of Directors from time to time.

Section 2 - Powers and Duties of the President

Subject to the direction of the Board of Directors, the President shall be the
chief executive officer in general charge of the business and affairs of the
Corporation, shall have control over the general operations of the Corporation
and shall establish and implement its corporate policies. He or she shall have
supervisory power and authority over all officers and agents elected or
appointed by the Board of Directors of the Corporation and over the employment,
appointment, functions, duties, removal or discharge of all other employees and
agents of the Corporation.

The President shall perform such other duties as may be delegated to him or her
from time to time by the Board of Directors. The President may delegate any of
his or her powers or functions to any officer of the Corporation,

The President shall at least once in each year cause a true statement of the
operations and properties of the Corporation for the preceding fiscal year to be
made and to be communicated or distributed to each shareholder thereof within
four months after the end of the preceding fiscal year.

In the event of the absence or inability to act of the Chairman of the Board,
the President, in addition to his or her powers and duties as President, shall
have the powers and perform the duties of the office of the Chairman of the
Board.


                                      -11-



Section 3 - Powers and Duties of Vice Presidents

The Vice Presidents shall perform any such duties as may from time to time be
assigned to them by the Board of Directors or the President.

Section 4 - Powers and Duties of Secretary

The Secretary or an Assistant Secretary shall record the proceedings of all
meetings of the Board of Directors and of the shareholders, in books kept for
that purpose. The Secretary shall be the custodian of the corporate seal, and he
or she or an Assistant Secretary shall affix the same to and countersign papers
requiring such acts. The Secretary and the Assistant Secretaries shall perform
such other duties as may be required by the Board of Directors, the President,
or a designated Vice President.

Section 5 - Powers and Duties of Treasurer

The Treasurer and Assistant Treasurers shall have care and custody of all funds
of the Corporation and disburse and administer the same under the direction of
the Board of Directors, the President, or a designated Vice President, and shall
perform such other duties as the Board of Directors, the President, or a
designated Vice President may assign to them.

Section 6 - Voting Shares of Other Corporations

Unless otherwise ordered by the Board of Directors, the President or such proxy
as he or she may appoint, shall vote all shares which the Corporation may own in
another corporation, and if solicited, shall consent in writing, in the name of
the Corporation as such holder, to or against any action by such other
corporation, and if the officer himself or herself is not so voting or
consenting, the officer appointing such proxy may instruct such proxy as to the
manner of casting such votes or giving such consent, and may execute or cause to
be executed in the name and on behalf of the Corporation and holder its
corporate seal or otherwise, all such written proxies or other instruments as
such officer may deem necessary or proper in the premises.

Section 7 - Execution of Instruments

The President or a Vice President or such other officer from time to time
delegated by the Board of Directors is authorized to sign and the Secretary or
an Assistant Secretary to attest under the corporate seal, on behalf of the
Corporation, contracts and other instruments in writing, including bonds and
other obligations required in legal proceedings, surety and indemnifying bond,
required in the conduct of the business of the corporation, papers required by
the applicable laws of any state with respect to the right to conduct business
in such state, and reports required by the applicable laws of the United States
or any state, territory, or foreign country.



                                      -12-



Section 8 - Officers Appointed by the President

The President may appoint such officers, other than those that shall be elected
by the Board of Directors pursuant to Section 1 of this Article IV of these
Bylaws, and such agents as may be necessary or desirable for the conduct of the
business of the Corporation. Such other officers and agents shall have such
duties and shall hold their offices for such terms as may be provided by the
Board of Directors or any committee thereof or the President, as the case may
be. Any such officer or agent appointed by the President may be removed by the
President with or without cause. The President may fill any vacancies in any
office appointed by the President occurring for whatever reason,

Section 9 - Delegation

Subject to any restrictions imposed by the Board of Directors, the President
and/or any Vice President of the Corporation may delegate contractual powers to
others under his or her jurisdiction, it being understood, however, that any
such delegation of power shall not relieve such officer of responsibility with
respect to the exercise of such delegated power.

                                   ARTICLE V.

                                  CAPITAL STOCK

Section 1 - Certificates of Stock

Every shareholder shall be entitled to have a certificate of stock signed by or
in the name of the Corporation by the Chairman of the Board, the President, or a
Vice President and the Treasurer or an Assistant Treasurer or the Secretary or
an Assistant Secretary of the Corporation, and such signatures may be
facsimiles, sealed with the Corporation's seal, certifying the number and class
of shares represented by such certificate, and where such certificate is
countersigned by a transfer agent or registered by a registrar other than the
Corporation itself or its employee, the signatures of the officers may be
facsimiles. In case any officer who shall have signed or whose facsimile
signature shall have been placed upon a certificate shall cease to be such
officer, whether because of death, resignation or otherwise, before such
certificate shall have been issued by the Corporation, such certificate may
nevertheless be issued by the Corporation with the same effect as if such person
were such officer at the date of issue. If the Corporation is authorized to
issue shares of more than one class of stock, the certificate shall state on its
face or back that the Corporation will furnish a shareholder upon request and
without charge a full statement of the designation, relative rights, preferences
and limitations of the shares of each class to be issued, and if the Corporation
is authorized to issue any class of shares in a series, the designation,
relative rights, preferences and limitations of each series so far as the same
have been prescribed and the authority of the Board to designate and prescribe
the relative rights, preferences and limitations of other series.


                                      -13-



Section 2 - Transfers of Shares

Upon surrender of the Corporation or the transfer agent of the Corporation of a
stock certificate duly endorsed or accompanied by proper evidence of succession,
assignment, or authority to transfer, it shall be the duty of the Corporation to
issue a new certificate for not more than the same number of shares
(appropriately adjusted for any dividends paid in shares of the Corporation, or
any subdivision, combination or reclassification of the shares of the
Corporation) to the person entitled thereto, cancel the old certificate, and
record the transaction upon the books of the Corporation. The person in whose
name shares of stock stand on the books of the Corporation shall be deemed the
owner thereof for all purposes as regards the Corporation.

Section 3 - Lost, Stolen, or Destroyed Certificates

The Chairman of the Board, President, Secretary, or any Vice President may
approve issuance of replacement stock certificates upon presentation of such
documentation and obligation bond(s), if any, as such officer, in his or her
discretion, shall deem adequate for the protection of the corporation.

Section 4 - Transfer Agent and Registrar; Regulations

The Corporation shall, if and whenever the Board of Directors shall so
determine, maintain one or more transfer offices or agencies, each in charge of
a transfer agent designated by the Board of Directors, where the shares of the
capital stock of the Corporation shall be directly transferable, or a transfer
clerk to act on behalf of the Corporation in connection with such transfers, and
also one or more registry offices, each in charge of a registrar designated by
the Board of Directors, where such shares of stock shall be registered; and no
certificate for shares of the capital stock of the Corporation in respect of
which a transfer agent or transfer clerk and registrar shall have been
designated shall be valid unless countersigned by such transfer agent or
transfer clerk and registered by such registrar, and such signature may be a
facsimile. The Board of Directors may also make such additional rules and
regulations as it may deem expedient concerning the issue, transfer, and
registration of certificates for shares of the capital stock of the Corporation.

Section 5 - Fixing of Record Date

For the purpose of determining (a) shareholders entitled to notice of and to
vote at a meeting of shareholders, (b) shareholders entitled to receive payment
of any dividend, or (c) shareholders for any other purpose, the Board of
Directors may fix, in advance, a date as the record date for any such
determination, such date in the case of a meeting to be not more than 60 nor
less than 10 days before the date of the meeting and in any other case to be not
more than 60 days before the date of the action to be taken.

If a record date is not fixed, (a) the record date for determining shareholders
entitled to notice of or to vote at a meeting of shareholders shall be the close
of business on the day next


                                      -14-


preceding the day on which notice is given and (b) the record date for
determining shareholders for any other purpose shall be the close of business on
the day on which the Board of Directors adopts the resolution relating thereto.

A determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment thereof unless the Board
of Directors fixes a new record date for the adjourned meeting.

                                  ARTICLE VI.

                                WAIVER OF NOTICE

Notice of the time, place, and purpose of any meeting of the Board of Directors,
a committee thereof, or shareholders may be waived by telegram, radiogram,
cablegram, facsimile transmission or other writing by those not present, and
entitled to vote thereat, either before or after the holding thereof.

                                  ARTICLE VII.

                          INDEMNIFICATION AND INSURANCE

Section 1 - Right to Indemnification and Advance Payment of Expenses a Contract
            Right

All rights to indemnification and payment of expenses in advance of the final
disposition of any action, suit or proceeding conferred by Article IX of the
Corporation's Amended and Restated Articles of Incorporation and this Article
VII of these Bylaws shall be a contract right inuring to the benefit of (i) the
person conferred such rights to indemnification and advance payment of expenses
by Article IX of the Corporation's Amended and Restated Articles of
Incorporation and this Article VII of these Bylaws, and (ii) such person's
heirs, executors and administrators.

Section 2 - Advance Payment of Expenses

The Corporation shall pay and/or reimburse (as applicable) the reasonable
expenses incurred by a director or officer or a former director or officer, or
other person designated as entitled to indemnification and/or advance payment of
expenses under Article IX of the Corporation's Amended and Restated Articles of
Incorporation and/or this Article VII of these Bylaws, who is a party or
threatened to be made a party to an action, suit or proceeding in advance of
final disposition of the action, suit or proceeding. Such advance payment of
expenses shall be made upon satisfaction of the following (to the extent
required by the Business Corporation Act of the State of Michigan):

     (1) the person seeking advance payment of expenses furnishes the
     Corporation a written affirmation of his or her good faith belief that he
     or she has met the


                                      -15-


     applicable standard of conduct set forth in Article IX of the Corporation's
     Amended and Restated Articles of Incorporation entitling such person to
     indemnification;

     (2) the person seeking advance payment of expenses furnishes the
     Corporation a written undertaking, executed personally or on his or her
     oven behalf, to repay the advance if it is ultimately determined that he or
     she did not meet the standard of conduct set forth in Article IX of the
     Corporation's Amended and Restated Articles of Incorporation entitling such
     person to indemnification;

     (3) a determination is made that the facts then known to those making the
     determination as to the entitlement to advance payment of expenses would
     not preclude indemnification under Article IX of the Corporation's Amended
     and Restated Articles of incorporation.

The determinations and evaluations under this Section 2 of this Article VII of
these Bylaws shall be made in the applicable manner specified in Article IX of
the Corporation's Amended and Restated Articles of Incorporation and this
Article VII of these Bylaws or, if the person seeking advance payment of
expenses is party to an indemnification agreement with the Corporation (or any
of its subsidiaries), in the applicable manner (if any) specified in such
agreement.

Section 3 - Claim of Indemnification and Advance Payment of Expenses

In the event a claimant shall submit to the Corporation a written request for
indemnification and/or advance payment of expenses pursuant to Article IX of the
Corporation's Amended and Restated Articles of Incorporation and this Article
VII of these Bylaws and there shall have occurred within two years prior to the
date of the commencement of the action, suit or proceeding for which
indemnification and/or advance payment of expenses is claimed a Change of
Control (as hereinafter defined), determination of entitlement to
indemnification and/or advance payment of expenses is to be made by Independent
Counsel (as hereinafter defined) selected by the claimant unless the claimant
shall request that such selection be made by the Board of Directors. If it is so
determined that the claimant is entitled to indemnification and/or advance
payment of expenses, payment to the claimant shall be made within 10 days after
such determination.

Section 4 - Enforcement of Right to Indemnification and Advance Payment of
            Expenses

If a claim for indemnification and/or advance payment of expenses under Article
IX of the Corporation's Amended and Restated Articles of Incorporation and/or
this Article VII of these Bylaws is not paid in full by the Corporation within
thirty days after a written claim requesting such payment has been received by
the Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an


                                      -16-


action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Corporation) that the claimant has
not met the standard of conduct which makes it permissible under the Business
Corporation Act of the State of Michigan for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the Corporation. Neither the failure of the Corporation (including its Board
of Directors, Independent Counsel or shareholders) to have made a determination
prior to the commencement of such action that indemnification and/or advance
payment of the expenses of the claimant is proper in the circumstances because
he or she has met the applicable standard of conduct set forth in the Business
Corporation Act of the State of Michigan, nor an actual determination by the
Corporation (including its Board of Directors, Independent Counsel or
shareholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.

Section 5 - Determination of Entitlement to Indemnification and/or Advance
            Payment of Expenses

If a determination shall have been made pursuant to Article IX of the
Corporation's Amended and Restated Articles of Incorporation or Section 3 of
this Article VII of these Bylaws that the claimant is entitled to
indemnification and/or advance payment of expenses, the Corporation shall be
bound by such determination in any judicial proceeding commenced pursuant to
Section 4 of this Article VII of these Bylaws.

Section 6 - Procedures Not to be Contested

The Corporation shall be precluded from asserting in any judicial proceeding
commenced pursuant to Section 4 of this Article VII of these Bylaws that the
procedures and presumptions of Article IX of the Corporation's Amended and
Restated Articles of Incorporation and/or this Article VII of these Bylaws are
not valid, binding and enforceable and shall stipulate in such proceeding that
the Corporation is bound by all the provisions of Article IX of the
Corporation's Amended and Restated Articles of Incorporation and this Article
VII of these Bylaws.

Section 7 - No Retroactive Effect of Amendments

No repeal or modification of Article IX of the Corporation's Amended and
Restated Articles of Incorporation and/or of this Article VII of these Bylaws
shall in any way diminish or adversely affect the rights of any present, former
or future director, officer, employee or agent of the Corporation hereunder in
respect of any occurrence or matter arising prior to any such repeal or
modification.


                                      -17-



Section 8 - Severability

If any provision or provisions of this Article VII of these Bylaws shall be held
to be invalid, illegal or unenforceable for any reason whatsoever: (1) the
validity, legality, and enforceability of the remaining provisions of this
Article VII of these Bylaws (including, without limitation, each portion of any
section of this Article VII of these Bylaws containing any such provision held
to be invalid, illegal or unenforceable, that is not itself held to be invalid,
illegal or unenforceable) shall not in any way be affected or impaired thereby;
and (2) to the fullest extent possible, the provisions of this Article VII of
these Bylaws (including, without limitation, each such portion of any section of
this Article VII of these Bylaws containing any such provision held to be
invalid, illegal or unenforceable) shall be construed so as to give effect to
the intent manifested by the provision held invalid, illegal or unenforceable.

Section 9 - Definitions

For purposes of this Article VII of these Bylaws:

(A)  "Change of Control" means:

     (1) The acquisition by any individual, entity or group (within the meaning
     of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a "Person")) of
     beneficial ownership (within the meaning of Rule 13d-3 promulgated under
     the Exchange Act) of 20% or more of either (i) the then outstanding shares
     of common stock of the Corporation (the "Outstanding Corporation Common
     Stock") or (ii) the combined voting power of the then outstanding voting
     securities of the Corporation entitled to vote generally in the election of
     directors (the "Outstanding Corporation Voting Securities"); provided,
     however, that for purposes of this Section 9(A)(1) of this Article VII of
     these Bylaws, the following acquisitions shall not constitute a Change of
     Control: (i) any acquisition directly from the Corporation, (ii) any
     acquisition by the Corporation, (iii) any acquisition by any employee
     benefit plan (or related trust) sponsored or maintained by the Corporation
     or any other Corporation controlled by the Corporation or (iv) any
     acquisition by any other Corporation pursuant to a transaction which
     complies with clauses (i), (ii) and (iii) of Section 9(A)(3) of this
     Article VII of these Bylaws; or

     (2) Individuals who, as of the date hereof, constitute the Board of
     Directors (the "Incumbent Board") cease for any reason to constitute at
     least a majority of the Board of Directors; provided, however, that any
     individual becoming a director subsequent to the date hereof whose
     election, or nomination for election by the Corporation's shareholders, was
     approved by a vote of at least a majority of the directors then comprising
     the Incumbent Board shall be considered as though such individual were a
     member of the Incumbent Board, but excluding, for this purpose, any such
     individual whose initial assumption of office occurs as a result of an
     actual or threatened election contest with respect to the election or
     removal of directors or


                                      -18-


     other actual or threatened solicitation of proxies or consents by or on
     behalf of a Person other than the Board of Directors; or

     (3) Consummation of a reorganization, merger or consolidation or sale or
     other disposition of all or substantially all of the assets of the
     Corporation (a "Business Combination"), in each case, unless, following
     such Business Combination, (i) all or substantially all of the individuals
     and entities who were the beneficial owners, respectively, of the
     Outstanding Corporation Common Stock and Outstanding Corporation Voting
     Securities immediately prior to such Business Combination beneficially own,
     directly or indirectly, more than 50% of, respectively, the then
     outstanding shares of common stock and the combined voting power of the
     then outstanding voting securities entitled to vote generally in the
     election of directors, as the case may be, of the Corporation resulting
     from such Business Combination (including, without limitation, another
     corporation which as a result of such transaction owns the Corporation or
     all or substantially all of the Corporation's assets either directly or
     through one or more subsidiaries) in substantially the same proportions as
     their ownership, immediately prior to such Business Combination of the
     Outstanding Corporation Common Stock and Outstanding Corporation Voting
     Securities, as the case may be, (ii) no Person (excluding any corporation
     resulting from such Business Combination or any employee benefit plan (or
     related trust) of the Corporation or such corporation resulting from such
     Business Combination) beneficially owns, directly or indirectly, 20% or
     more of, respectively, the then outstanding shares of common stock of the
     corporation resulting from such Business Combination or the combined voting
     power of the then outstanding voting securities of such corporation except
     to the extent that such ownership existed prior to the Business Combination
     and (iii) at least a majority of the members of the Board of Directors of
     the corporation resulting from such Business Combination were members of
     the Incumbent Board at the time of the execution of the initial agreement,
     or of the action of the Board of Directors, providing for such Business
     Combination; or

     (4) Approval by the shareholders of the Corporation of a complete
     liquidation or dissolution of the Corporation.

(B)  "Independent Counsel" means a law firm, a member of a law firm, or an
     independent practitioner, that is experienced in matters of corporation law
     and shall include any person who, under the applicable standards of
     professional conduct then prevailing, would not have a conflict of interest
     in representing either the Corporation or the claimant in an action to
     determine the claimant's rights under this Section 9 of this Article VII of
     these Bylaws.



                                      -19-


Section 10 - Notices

Any notice, request or other communication required or permitted to be given to
the Corporation under Article IX of the Corporation's Amended and Restated
Articles of Incorporation or under this Article VII of these Bylaws shall be in
writing and either delivered in person or sent by telegram or facsimile
transmission, or overnight mail or courier service, or certified or registered
mail, postage prepaid, return receipt requested, to the Secretary of the
Corporation and shall be effective only upon receipt by the Secretary.

                                 ARTICLE VIII.

                       CONTROL SHARE ACQUISITIONS STATUTE

Pursuant to Section 794 of the Business Corporation Act of the State of Michigan
(Mich. Comp. Laws Ann.ss. 450.1794 (West 1995)), the Corporation expressly
elects that Chapter 7B, such chapter being that commonly entitled "Control Share
Acquisitions Statute" and comprised of Sections 790 trough 799, of the Business
Corporation Act of the State of Michigan (Mich. Comp. Laws Ann.ss.ss. 450.1790
to 450.1799 (West 1995)), shall not apply to control share acquisitions of
shares of the Corporation; and the phrase "control share acquisitions" having
the meaning ascribed thereto in Section 791 of the Business Corporation Act of
the State of Michigan (Mich. Comp. Laws Ann.ss. 450.1791 (West 1995)).

                                  ARTICLE IX.

                            MISCELLANEOUS PROVISIONS

Section 1 - Fiscal Year

The fiscal year of the Corporation shall be the 52 or 53-week period that ends
on the Saturday closest to each June 30.

Section 2 - Reliance Upon Records

In discharging his or her duties, a director or an officer, when acting in good
faith, may rely upon the opinion of counsel for the Corporation, upon the report
of an independent appraiser selected with reasonable care by the Board, or upon
financial statements of the Corporation represented to him or her to be correct
by the President or the officer of the Corporation having charge of its books of
account, or stated in a written report by an independent or certified public
accountant or firm of such accountants fairly to reflect the financial condition
of the Corporation.


                                      -20-



Section 3 - Checks

All checks, drafts or orders for the payment of money and all notes and
acceptances shall be signed by such officer(s) or agent(s) or both as the Board
of Directors may from time to time designate. No check, draft, or note shall be
signed in blank.

                                   ARTICLE X.

                                   AMENDMENTS

To the extent not in conflict or inconsistent with the Articles of Incorporation
of the Corporation, as amended, these Bylaws may be amended or repealed or new
Bylaws may be adopted by a majority of the Board of Directors then in office. So
long as the shareholders of the Corporation shall be empowered by applicable law
to adopt, amend or repeal bylaws for the Corporation or adopt any provision
inconsistent herewith, such action may only be taken by the shareholders by the
favorable vote of the holders of not less than eighty percent (80%) of the
issued and outstanding shares of the common stock of the Corporation unless such
action has first been recommended by the favorable vote of at least a majority
of the Whole Board of Directors.






                                      -21-

EX-99.1

                   Agis Industires (1983) Ltd. (the "Company")
--------------------------------------------------------------------------------


                                                                   March 2, 2005



To:                                       To:

The Tel-Aviv Stock Exchange               The Israeli Securities Authority

Ehad- Ha'am 54                            Kanfei Nesharim 22

Tel-Aviv                                  Jerusalem 95464

www.tase.co.il                            www.isa.gov.il



Via: The MAGNA system



                  Re: Immediate Report - Dividend Distribution



In a Board of Director's meeting held on March 2, 2004 it was decided to
distribute to the Company's shareholders (not including the stock held by the
Company's Subsidiaries - Agis Commercial Agencies (1989) Ltd and Neka Marketing
(1983) Ltd.) interim dividends in the amount of 2 NIS for each share, in an
aggregate amount of 54,787,410 NIS in cash.

The dividends are distributed from the Company's profits in the years 1994, 1995
and 1998 (an amount of 42,362,203 NIS) and from dividends received from Careline
(Framagis) Ltd. (an amount of 12,425,207 NIS).

Dividends are distributed from the remaining undistributed Company's profits as
per the Company's financial statements dated September 30, 2004.

The remaining Company's profits, as defined in section 302 of the Company's Law
1999 after the distribution of dividends are in the amount of 639,348,000 NIS.

The number of the Company's dormant shares that are not entitled to a dividend
payment are: 3,932,411 shares.

The following are data regarding the dividend cash distribution:

Effective date:             March 15, 2005

X day:                      March 16, 2005



Payment date:               March 31, 2005

Capital percentage:         200%

Estimated tax:              16.9%



Sincerely,

Rafael Labelle

CEO