UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM
20-F/A




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




OR





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





For the fiscal year ended
  December
31, 2008




OR




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





OR





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





For
the transition period from __________ to __________




Commission
file number 0-29634


_________________________




FUNDTECH
LTD.


(Exact
name of Registrant as specified in its charter)


________________________




STATE
OF ISRAEL


(Jurisdiction
of incorporation or organization)




12
Ha’hilazon Street, 5th Floor


Ramat-Gan,
Israel 52522


(Address
of principal executive offices)


____________________________________________________________________________




Joseph
Aulenti, General Counsel, Fundtech Corporation


30
Montgomery Street, Suite 501


Jersey
City, New Jersey 07302


Fax:
(201) 946-1313


(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:




Ordinary
      Shares, NIS 0.01 Par Value
            NASDAQ
      Global Market(Title
      of each Class)
            (Name
      of Exchange on which Registered)




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




None




(Title of
Class)







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




None




(Title of
Class)


________________________




Indicate
the number of outstanding shares of each of the issuer’s classes of capital or
common stock as of the close of the period covered by the annual report:
16,401,442 Ordinary Shares, NIS 0.01 par value per share





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




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  ̈
Accelerated filer x
Non-accelerated filer  ̈




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:                   
 ̈




Other:
             ̈




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
   ̈
   Item 18  ̈




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  ̈  No x








EXPLANATORY
NOTE






This Amendment No. 1 to the Annual
Report on Form 20-F (the “Annual Report”) is being filed by Fundtech Ltd. (the
“Company”) with the Securities and Exchange Commission for the sole purpose of
expanding upon but not substantively changing certain disclosures contained
therein.






This Amendment No. 1 consists of a
cover page, this explanatory note, the overview section of Item 5 as amended and
Item 11 as amended, the exhibit index, the signature page and the required
certifications of the principal executive officer and principal financial
officer of the Company.






Other than expressly set forth herein,
this Amendment No. 1 does not, and does not purport to, amend or restate any
other information contained in the Annual Report nor does this Amendment No. 1
reflect any events that have occurred after the Annual Report was
filed.










ITEM
5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS




Overview





Fundtech is a leading provider of
end-to-end financial transaction processing software solutions for financial
institutions. These solutions are grouped into four segments: (i) payment
processing and management (including foreign exchange settlement processing),
which automate the payment and settlement processes and provide real-time
transaction processing capabilities to financial institutions and their
customers; (ii) BBP, which provides financial messaging products and services
that enable banks to communicate with the SWIFT network; (iii) cash management
products, used by a bank’s corporate clients for initiating payments, making
inquiries and managing their activities with their financial institution; (iv)
electronic invoice presentment and payment, which consists of financial supply
chain products that expand traditional transaction banking into electronic
invoice presentment and trade services.





We
derive our revenues principally from software licensing and from the provision
of professional services. Professional services consist of (i) providing
maintenance services with respect to our software, (ii) installation and
training services related to the software, (iii) services to enhance or
customize the software for particular client needs, inclusive of requirements
analysis, (iv) operating hosting service bureaus which process transactions or
messages and provide cash management and access to securities settlement
services to our clients or which operate client licensed applications on their
behalf and (v) providing contingency and recovery services to our clients. See
“Critical Accounting Policies” below for a discussion of how we account for our
revenues and their associated costs.





The
demand for Fundtech products and services is influenced by a number of
industry-wide factors:





(i) An
increased focus on finding new sources of fee-based income, which currently
account for almost half of banks’ revenues. This is largely the result of the
increased competitiveness of bank lending activities, which has resulted in
lower profit margins;





(ii)          
An ongoing objective to lower operating costs through automation. This has
become an even greater issue as new regulations such as the U.S. Patriot Act are
requiring banks to perform additional complex analyses that significantly
benefit from automation;





(iii) Changes
in the regulatory requirements that mandate changes in the IT systems of
banks;





(iv)          The
competitive marketplace for corporate accounts that is continually innovating
new services that are largely driven by new and more flexible technology;
and





(v)           The
need to simplify banking relationships for corporate clients by eliminating
“siloed” processing systems, that is, systems operating in a narrow or limited
functionality spectrum.





Fundtech’s
products offer financial institutions new capabilities that address these major
industry factors. Our software products automate transaction procedures and also
allow clients of our customers both to initiate transactions and access
information over the Internet rather than by contacting the customer’s staff.
The server-based architecture of our software also allows cost reductions in
comparison to mainframe based applications. The software permits customers to
easily change fee parameters and offer new financial products without having to
reprogram the software.





During
the period 2005 through 2007, spending on technology in the financial services
industry increased. This trend continued
during the first half of 2008.  During the second half of 2008, we
began to see the impact of the global recession, as there was a decline in
revenue attributable to new license fees from bothglobal and U.S-based
clients.  Other revenues from maintenance and services for previously
installed systems were affected to a lesser degree.  We continue to see interest and activity fromU.S.regional banks, and have shifted some of our marketing emphasis to such
businesses while maintaining our relationships with our global and large bank
customers. We have also placed additional emphasis on our newly acquired
products such as ACHplus which are attractive within the sectors that appear to
be less affected by the slowdown. The trends toward increasing emphasis on
transaction revenue and processing/management cost optimization has had a
favorable impact on our business, but we continue to experience a slowdown in
the sales cycle as banks deal with the recession’s impact on their
businesses.  We continually communicate with our sales personnel,
clients and prospects to estimate the probability of consummating new contracts
during future periods.  While the current  economic crisis
has reduced our normal visibility in this regard, we were able to forecast
sufficient business reductions to warrant undertaking cost cutting initiatives
that are expected to somewhat reduce 2009 expenditures to offset the declining
revenues.It is difficult to predict whether the duration ofthese trends will continue, as
well as the extent of the impact that they may have on our future revenues, results of operationsor the length of the time periods for which we can
forecast potential revenues.












ITEM
11 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.







Our main foreign currency exposures are associated with
exchange rate movements of the US dollar, our reporting currency as well as our
primary functional currency, against theNIS, Swiss Franc,
British Pounds, Indian Rupees and the Euro. Our diverse base of local currency
costs, financings, and foreign exchange forward contracts will partially
counterbalance the impact of changing foreign currency exchange rates on
revenues, earnings, cash flows and fair values of assets and liabilities.
Nevertheless, when those anticipated transactions are realized, actual effects
of changing foreign currency exchange rates could have a material impact on
earnings and cash flows in future periods.




To protect against some of the reductions in value and
the volatility of future cash flows caused by changes in foreign exchange rates,
we utilize foreign currency forward contracts in order to minimize part of the
impact of foreign currency fluctuations on our financial position and results of
operations. In order to mitigate our exposure to risk of fluctuations in the
NIS/dollar exchange rate with respect to ourNISdenominated
expenses, mainly payroll, we entered into foreign currency forward contracts. As
of December 31, 2008 the Company had $2.7 million of open exchange rate
agreements which will expire throughout 2009. The aggregate amount of unrealized
gains as of December 31, 2008 from the foreign exchange forward contracts was
$126,000.





Short-term exposures to changing foreign exchange rates
are primarily due to operating cash flows denominated in foreign currencies and
transactions denominated in non-functional currencies. Our most significant
foreign currency exposures are related to our operations inGermany,United Kingdom,Switzerland,IndiaandIsrael. We have used foreign exchange forward contracts to
partially cover known and anticipated exposures. We estimate that an
instantaneous 10% depreciation in all the currencies of these countries from
their levels against the dollar as of December 31, 2008, with all other
variables held constant, would decrease the fair value of our net assets
denominated in foreign currencies, held at December 31, 2008, by approximately
$919,000.











EXHIBIT
INDEX





The
exhibits filed with or incorporated into this annual report are listed on the
index of exhibits immediately below.




EXHIBIT
                  NUMBER
                
                DESCRIPTION
      OF EXHIBIT1.1
                
                Amended
      Memorandum of Association of Registrant(1)1.2
                
                Amended
      and Restated Articles of Association of Registrant(1)1.3
                
                Amendment
      to Amended and Restated Articles of Association of
      Registrant(2)2.1
                
                Form
      of Ordinary Share Certificate(1)4.2
                
                Fundtech
      Ltd. 1999 Employee Option Plan(4)4.3
                
                Fundtech
      Ltd. Directors Option Plan(5)4.4
                
                Employment
      Agreement between Reuven Ben Menachem and Fundtech Corporation, dated
      November 25, 1997(3)4.5
                
                Lease
      Agreement for Fundtech India’s facility in Bombay,
  India(9)4.6
                
                Lease
      Agreement relating to Fundtech’s Facility in Ramat-Gan, Israel (English
      summary)(3)4.7
                
                Lease
      Agreement relating to Fundtech’s Facility in Norcross,
      Georgia(3)4.8
                
                Lease
      Agreement relating to Fundtech’s Facility in Jersey City, New
      Jersey(6)4.9
                
                Lease
      Agreement relating to Fundtech’s Facility in Burlington,
      Massachusetts(7)4.10
                
                Fundtech
      Ltd. 2005 International Share Option and Restricted Share Incentive
      Plan(8)4.11
                
                Fundtech
      Ltd. 2005 Israeli Share Option and Restricted Share Incentive
      Plan(10)8
                
                Subsidiaries
      of Company*11
                
                Code
      of Ethics(11)12.1
                
                Certification
      of the Chief Executive Officer of the Company pursuant to Rule
      13a-14(a)/Rule 15d-14(a) under the Exchange Act*12.2
                
                Certification
      of the Chief Financial Officer of the Company pursuant to Rule
      13a-14(a)/Rule 15d-14(a) under the Exchange Act*13.1
                
                Certification
      of the Chief Executive Officer of the Company pursuant to Rule
      13a-14(b)/Rule 15d-14(b) under the Exchange Act and 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002*13.2
                
                Certification
      of the Chief Financial Officer of the Company pursuant to Rule
      13a-14(b)/Rule 15d-14(b) under the Exchange Act and 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002*15.1
                
                Consent
      of Brightman Almagor &
Co.*







______________


(1)
            Incorporated
      by reference to an exhibit to the Registrant’s Registration Statement on
      Form F-1, as amended, filed with the SEC on March 13,
  1998.





(2)
            Incorporated
      by reference to Proposal 7 of the Company’s Proxy Statement for its 2007
      Annual Shareholders Meeting, included as Exhibit 99.1 to the Company's
      Form 6-K that was filed with the SEC on November 14,
  2007.





(3)
            Incorporated
      by reference to Exhibits 10.12 and 10.14 (as appropriate) to the Company’s
      Annual Report on Form 10-K, filed with the SEC on March 31,
      1999.





(4)
            Incorporated
      by reference to Annex A to the Company’s Definitive Proxy Statement on
      Schedule 14A for its 1999 Annual Meeting of Shareholders, filed with the
      SEC on August 23, 1999.





(5)
            Incorporated
      by reference to Exhibit 4.6 to the Company’s Registration Statement on
      Form S-8, as amended (SEC Registration No.
  333-9380).





(6)
            Incorporated
      by reference to Exhibit 4.10 to the Company’s Annual Report on Form 20-F,
      filed with the SEC on June 12,
2003.





(7)
            Incorporated
      by reference to Exhibit 4.11 to the Company’s Annual Report on Form 20-F,
      filed with the SEC on June 12,
2003.





(8)
            Incorporated
      by reference to Annex A to the Company’s Proxy Statement for its 2005
      Annual Shareholders Meeting, included as Exhibit 99.1 to the Company's
      Form 6-K that was filed with the SEC on November 30,
      2005.





(9)
            Incorporated
      by reference to Exhibit 4.5 to the Company’s Annual Report on Form 20-F,
      filed with the SEC on May 27,
2005.





(10)
            Incorporated
      by reference to Annex B to the Company’s Proxy Statement for its 2005
      Annual Shareholders Meeting, included as Exhibit 99.1 to the Company's
      Form 6-K that was filed with the SEC on November 30,
      2005.





(11)
            Incorporated
      by reference to Exhibit 11 to the Company’s Annual Report on Form 20-F,
      filed with the SEC on June 29,
2004.





*
            Filed
      herewith.










SIGNATURE




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 annual report on its behalf.





FUNDTECH
      LTD.By:
                /s/
      Reuven Ben MenachemName:
      Reuven Ben MenachemTitle:
      Chief Executive Officer


Date:
September 16, 2009