6-K

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 March 2010

Commission File Number: 000-26498

Ellomay Capital Ltd.

(Translation of registrant’s name into English)

9 Rothschild St., Tel Aviv 66881, 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 xForm 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333-102288 AND 333-92491), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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 March 4, 2010, Ellomay Capital Ltd. (the “Company”) issued a press release announcing that it has executed agreements with an Italian contractor, for the design, supply, construction, assembly and commissioning of two photovoltaic plants in Italy. The text of the press release is attached hereto as Exhibit 1.

The Company believes that following the execution of this agreement, it will no longer be deemed a "shell company" as such term is defined under Rule 405 promulgated under the Securities Exchange Act of 1934, as amended, as it will be commencing operations that are more than nominal. The Company will therefore be required to file a Form 20-F within four business days of execution of the agreements describing the material terms of the transaction in more detail.

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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/  Ran Fridrich
		Ran Fridrich
		Director and Chief Executive Officer
Dated: March 4, 2010

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EX-99

Exhibit 1

Ellomay Capital Enters into the Italian Photovoltaic Market

Tel-Aviv, Israel, March 4, 2010 – Ellomay Capital Ltd. (EMYCF.PK) (“Ellomay” or the “Company”), announced today that it has entered into Engineering Procurement & Construction Contracts with an Italian contractor, for the design, supply, construction, assembly and commissioning of two photovoltaic plants of approximately 750KWp each, to be located in the Marche region in Italy, for an aggregate cost of approximately 4.5 million Euros (the “EPC Project”). Additional ancillary expenses are expected to amount to approximately 0.2 million Euros. The EPC Project requires the contractor to procure delivery of two fully operational photovoltaic plants, including the connection of the solar power plants to the Italian national grid, in order to sell the produced power to the Italian national energy handler (GSE). Time to connection to the national grid is estimated at approximately 120 days from first payment. Thereafter, it is intended that the contractor shall operate and maintain the two solar power plants, for an annual fee, with an additional bonus or penalty to be paid if the power output is above or below certain performance benchmarks. It is the Company’s intention to finance the majority of the EPC Project by obtaining financing from a financial institution.

About Ellomay Capital

Ellomay Capital Ltd. (the "Company"), is an Israeli Company, whose current plan of operations is to identify and evaluate suitable business opportunities and strategic alternatives, including through the acquisition of all or part of an existing business, pursuing business combinations or otherwise. Until February 29, 2008, the Company (which until then was named NUR Macroprinters Ltd.) and its subsidiaries, developed, manufactured, sold and provided support services for digital wide format and super-wide format printing systems for on-demand, short-run printing as well as related consumable products.

Information Relating to Forward-Looking Statements

This press release contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this press release regarding our plans and objectives of management are forward-looking statements.  The use of certain words, including the words “estimate,” “project,” “intend,” “expect,” “believe” and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. Various important factors could cause actual results or events to differ materially from those which may be expressed or implied by our forward-looking statements. These and other risks and uncertainties associated with our business are described in greater detail in the filings we make from time to time with Securities and Exchange Commission, including our Annual Report on Form 20-F. The forward-looking statements are made as of this date and Ellomay does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:

Kalia Weintraub

CFO

Tel: +972 (3) 797-1108

Email: kaliaw@ellomay.com