Exhibit
      4(2).2

    AMENDMENT
      NO. 2

    


    DATED
      AS
      OF FEBRUARY 24, 2006

    


    TO
      MASTER
      FISCAL AGENCY AGREEMENT,

    


    DATED
      AS
      OF FEBRUARY 16, 2001

    


    BETWEEN

    


    THE
      STATE
      OF ISRAEL

    


    AND

    


    THE
      BANK
      OF NEW YORK

    


    


    WHEREAS,
      the parties wish to amend the Master Fiscal Agency Agreement, dated as of
      February 16, 2001 (the “Agreement”), in respect of the Procedures on Issuance of
      the Bonds to which the Agreement applies;

    


    NOW
      THEREFORE, in accordance with Section 8.2 of the Agreement, the parties hereto
      hereby agree as follows:

    


    1.           Terms
      used and not otherwise defined herein shall have the meaning as provided in
      the
      Agreement. 

    


    2.           Section
      2.11 of the Agreement is hereby amended and restated to read in full as
      follows:

    “The
      Bonds shall be executed on behalf of the State with the signatures of its Prime
      Minister and its Minister of Finance, or the Chief Fiscal Officer of the
      Ministry of Finance for the Western Hemisphere and the Deputy Fiscal Officer
      of
      the Ministry of Finance for the Western Hemisphere, any or both of which may
      be
      manual or facsimile, and shall bear the State Seal or State Emblem or a
      facsimile of either. The State may use the signature of any person who shall
      have been its Prime Minister, its Minister of Finance, the Chief Fiscal Officer
      of the Ministry of Finance for the Western Hemisphere or the Deputy Fiscal
      Officer of the Ministry of Finance for the Western Hemisphere at any time
      notwithstanding the fact that such person may have ceased to hold such office
      at
      the time when the Bonds shall actually be countersigned and issued as herein
      provided or may have become Prime Minister or Minister of Finance after the
      date
      shown on the Bonds.”

    


    3.           Article
      VIII of the Agreement is hereby incorporated mutatis
      mutandis.

    


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      OF PAGE INTENTIONALLY LEFT BLANK]

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    


    


    IN
      WITNESS WHEREOF, the State has caused this Amendment to the Master Fiscal Agency
      Agreement to be signed in its behalf by its Chief Fiscal Officer and the Deputy
      Chief Fiscal Officer of the Ministry of Finance for the Western Hemisphere
      thereunto duly authorized, and the Fiscal Agent has caused this Agreement to
      be
      signed by its President or Vice President, attested by its Secretary or
      Assistant Secretary.

    


    


    STATE
      OF
      ISRAEL

    


    


    BY: 
      /s/Zvi
      Chalamish        
Chief
      Fiscal Officer of the
Ministry
      of Finance for the
Western
      Hemisphere

     

     

    BY:  
      /s/Ran
      Alon          
Deputy
      Chief Fiscal Officer
of
      the
      Ministry of Finance
for
      the
      Western Hemisphere

     

     

    THE
      BANK
      OF NEW YORK

     

     

    BY: 
      /s/Fredrick
      W. Clark      
Name:
      Fredrick W. Clark
Title:
      Vice President

    
 

    Attest:

     

    


                       
      /s/Luis
      Perez        

    Assistant
      Vice President