SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549




FORM 20-F/A


Amendment No. 2





o
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934





OR





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





For the fiscal year ended December 31, 2009


OR





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





For the transition period from __________ to ___________


OR




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





Date of event requiring this shell company report ______________





Commission File Number: 0-29442




FORMULA SYSTEMS (1985) LTD.


(Exact Name of Registrant as Specified in Its Charter)





Israel


(Jurisdiction of Incorporation or Organization)





5 Haplada Street, Or Yehuda 60218, Israel


(Address of Principal Executive Offices)





Guy Bernstein, CEO, 5 Haplada Street, Or Yehuda 60218, Israel


Tel: 972 3 5389487, Fax: 972 3 5389645


(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)


_________________





Securities registered or to be registered pursuant to Section 12(b) of the Act:




Title of Each Class
Name of Each Exchange On Which RegisteredOrdinary Shares, NIS 1 par value
Tel Aviv Stock ExchangeAmerican Depositary Shares
NASDAQ Global Market








Securities registered or to be registered pursuant to Section 12(g) of the Act:


None





Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:





None





As of December 31, 2009, the registrant had 13,200,000 outstanding ordinary shares, NIS 1 par value, of which 719,546 were represented by American Depositary Shares as of such date.





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.





Yes o No x





If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.





Yes o No x





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.





Yes x No o





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).





Yes o No o





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):





Large accelerated filer o                                                      Accelerated filer o                                                    Non-accelerated filer x





Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:





U.S. GAAP x





International Financial Reporting Standards as issued by the International Accounting


Standards Board o


Other o





If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.





Item 17 o Item 18 o





If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).





Yes o No x










Explanatory Note





This amendment No. 2 on Form 20-F/A, referred to as Amendment No. 2, is being filed by Formula Systems (1985) Ltd., referred to as Formula, to amend the annual report on Form 20-F for the fiscal year ended December 31, 2009, filed on April 29, 2010, as amended on May 10, 2010, referred to as the Original 20-F.  This Amendment No. 2 is being filed solely for the purpose of (i) amending the disclosure of subsection (a) of Item 15T, “Disclosure Controls and Procedures”; and (ii) revising the audit opinions for Magic Benelux B.V. and Magic (Onyx) Magyarország Szoftverház Kft.  This Amendment No. 2 has not been updated to reflect events occurring subsequent to the filing of the Original 20-F.  The filing of this Amendment No. 2 shall not be deemed an admission that the Original 20-F, when filed, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.





ITEM 15T. CONTROLS AND PROCEDURES





(a) Disclosure Controls and Procedures.We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.





Our management carried out an evaluation, under the supervision and with participation of our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a–15(e) and 15d–15(e) of the Securities Exchange Act, as of December 31, 2009. Based on the evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective as of December 31, 2009.





(b) Management’s Annual Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting for us. Formula’s internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of our consolidated financial statements.





Our chief executive officer and chief financial officer assessed the effectiveness of Formula’s internal control over financial reporting as of December 31, 2009. In making this assessment, they used the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our chief executive officer and chief financial officer have concluded that, as of December 31, 2009, Formula’s internal control over financial reporting was effective based on those criteria.




Notwithstanding the foregoing, all internal control systems no matter how well designed have inherent limitations. Therefore, even those systems determined to be effective may not prevent or detect misstatements and can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.










(c) Attestation Report of the Registered Public Accounting Firm. This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.





(d) Changes in Internal Control Over Financial Reporting.  During the period covered by this report, there were no changes in Formula’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, Formula’s internal control over financial reporting.




ITEM 19. EXHIBITS




Exhibit No.1.1
Memorandum of Association (1)1.2
Articles of Association as amended on December 28, 2005(2)4.1
Form of Letter of Indemnification, dated December 28, 2005 (2)4.2
English translation of Formula Systems (1985) Ltd. Employees and Office Holders Share Option Plan (2008)(3)8
List of Subsidiaries+12.1
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*12.2
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*13.1
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*13.2
Certification of the Chief Financial Officer pursuant to Section. 906 of the Sarbanes-Oxley Act of 2002*15.1
Consent of Ziv Haft registered certified public accountants (Isr.) BDO member firm+15.2
Consent of Levy Cohen and Co.+15.3
Consent of Levy Cohen and Co. +15.4
Consent of Kost, Forer, Gabbay & Kaiserer +15.5
Consent of Kost, Forer, Gabbay & Kaiserer+15.6
Consent of Verstegen accountants en adviseurs*15.7
Consent of KDA Audit Corporation+15.8
Consent of Maria Negyessy*


______________


*Filed herewith.


+Previously filed.




(1)  Incorporated by reference to the Registration Statement on Form F-1 (File No. 333-8858).


(2)  Incorporated by reference to the Annual Report on Form 20-F filed with the Securities and Exchange Commission on June 29, 2006.


(3)  Incorporated by reference to the Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 27, 2009.








(verstegen logo)
NOORDUNDIJK 189POSTBUS 5743300 AN DORDRECHTT.(078) 648 15 55F.(078) 648 15 59To the board of directors of
INFO@VERSTEGENACCOUNTANTS. NLMagic Benelux B.V.
WWW.VERSTEGENACCOUNTANTS. NL
  Auditor’s report
  Report on the financial statements
  We have audited the accompanying balance sheets as at December 31, 2009 and 2008 and the related statements of operations for each of the three years in the period ended December 31, 2009 of Magic Benelux B.V., Houten.
  Management’s responsibility
  Management is responsible for the preparation and fair presentation of the financial statements and for the preparation of the management board report, both in conformity with U.S. generally accepted accounting principles. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
  Auditor’s responsibility
  Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with the standards of the Public company Accounting Oversight Board (United States). The standards require that we p1an and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. We were not engaged to perform an audit on the company’s internal controls over financial reporting.
  An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
  We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
  VERSTEGEN ACCOUNTANTS EN ADVISEUR BV -K.V.K. NR. 24342109
  
  
  Opinion
  In our opinion, the financial statements give a true and fair view of the financial position of Magic Benelux B.V. as at December 31, 2009 and 2008, and of its related statements of operations for each of the three years in the period ended December 31, 2009 in conformity with U.S. generally accepted accounting principles.
 
 The Netherlands, Dordrecht, January 29, 2010 Verstegen accountants en adviseurs,
  -s- drs. l.k. hoogendoorn ra mgaDrs. L.K. Hodgendoorn RA MGA
 
  To the Board of Directors and Shareholders of
 Magic (Onyx) Magyarország Szoftverház. Kft.
  We have audited the accompanying balance sheet of Magic (Onyx) Magyarország Szoftverház Kft.(the “Company”) as of December 31, 2009 and 2008, and the related statements operations, changes in shareholders’ equity and cash flows for each of the three years in the period endedDecember 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles  used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits and the reports of other auditors provide a reasonable basis for our opinion.
  In our opinion, based on our audits, the financial statements referred to above present fairly, in all material respects, the financial position of the Company and at December 31, 2009 and 2008, and the related statements operations, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2009, in conformity with U.S.generally accepted accounting principles.
  -s- maria negyessyBudapest, Hungary
Maria NegyessyFebruary 23, 2010
Reg. Auditor







SIGNATURES





The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this amendment to the annual report on its behalf.




FORMULA SYSTEMS (1985) LTD.




By:
/s/Guy Bernstein
November 11, 2010Guy Bernstein
DateChief Executive Officer










EXHIBIT INDEX




Exhibit No.1.1
Memorandum of Association (1)1.2
Articles of Association as amended on December 28, 2005(2)4.1
Form of Letter of Indemnification, dated December 28, 2005 (2)4.2
English translation of Formula Systems (1985) Ltd. Employees and Office Holders Share Option Plan (2008)(3)8
List of Subsidiaries+12.1
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*12.2
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*13.1
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*13.2
Certification of the Chief Financial Officer pursuant to Section. 906 of the Sarbanes-Oxley Act of 2002*15.1
Consent of Ziv Haft registered certified public accountants (Isr.) BDO member firm+15.2
Consent of Levy Cohen and Co.+15.3
Consent of Levy Cohen and Co. +15.4
Consent of Kost, Forer, Gabbay & Kaiserer +15.5
Consent of Kost, Forer, Gabbay & Kaiserer+15.6
Consent of Verstegen accountants en adviseurs*15.7
Consent of KDA Audit Corporation+15.8
Consent of Maria Negyessy*


____________


*Filed herewith.


+Previously filed.




(1)  Incorporated by reference to the Registration Statement on Form F-1 (File No. 333-8858).


(2)  Incorporated by reference to the Annual Report on Form 20-F filed with the Securities and Exchange Commission on June 29, 2006.


(3)  Incorporated by reference to the Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 27, 2009.