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

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2008
Commission File Number: 000-26498

Ellomay Capital Ltd.
(Translation of registrant’s name into English)

Ackerstein Towers, 11 Hamenofim St., Herzliya 46120, Israel
(Address of principal executive office)

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

Form 20-F x Form 40-F o

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): ______

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): ______

Indicate by check mark whether the 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 o No x

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

THIS FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT’S REGISTRATION STATEMENTS ON FORM F-3 (NOS. 333-144171, 333-115826, 333-114428, 333-47842 AND 333-92493) AND FORM S-8 (NOS. 333-102288 AND 333-92491), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

On December 1, 2008, Ellomay Capital Ltd. (the “Company”) issued a press release announcing that the annual meeting of shareholders will be held on Tuesday, December 30, 2008. The text of the press release is attached hereto as Exhibit 1. The text of the notice of the annual meeting of shareholders and proxy statement is attached hereto as Exhibit 2. A form of the proxy card is attached hereto as Exhibit 3.

The proxy statement includes a proposal that is partially exempt from shareholders’ approval pursuant to the Israeli Companies Regulations (Relief for Transactions with Interested Parties), 2000. As more fully explained in the attached proxy statement, the Company must receive any opposition to such exemption no later than 14 days following the date hereof.

Shareholders wishing to express their position on an agenda item for the annual meeting may do so by submitting a written statement to the Company’s offices at the above address no later than December 8, 2008.

The following documents are attached hereto and incorporated herein by reference:

Exhibit 1. Press Release dated December 1, 2008.

Exhibit 2. Notice of the annual general meeting of the shareholders and proxy statement.

Exhibit 3. Form of Proxy Card.

2

Signatures

        Pursuant to 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.

Ellomay Capital Ltd.


By: /s/ Yosef Zylberberg
——————————————
Yosef Zylberberg
Interim Chief Executive Officer
and Chief Financial Officer

Dated: December 1, 2008

3