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

                                   FORM 20-F/A

                                 AMENDMENT NO. 1

           [_] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (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, 2002

                                       OR

              [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
          For the transition period from ____________ to ______________

                           COMMISSION FILE NO. 0-29256

                        G. WILLI-FOOD INTERNATIONAL LTD.
              (Exact name of Registrant as specified in its charter
               and translation of Registrant's name into English)

                                     ISRAEL
                 (Jurisdiction of incorporation or organization)
        3 NAHAL SNIR ST., NORTHERN INDUSTRIAL ZONE, YAVNE, 81224, ISRAEL
                    (Address of principal executive offices)

 SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                      NONE

 SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                  ORDINARY SHARES, NIS 0.10 PAR VALUE PER SHARE
                                (TITLE OF CLASS)

          SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION PURSUANT
                          TO SECTION 15(D) OF THE ACT:
                                      NONE

--------------------------------------------------------------------------------

     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:

     As of December 31, 2002, the registrant had outstanding 4,277,500 ordinary
shares, NIS 0.10 nominal value per share.

     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 which financial statement item the Registrant has
elected to follow:

                          Item 17. [X]     Item 18.[_]

<PAGE>


                                    PART III

                                EXPLANATORY NOTE

This Form 20-F/A is being filed solely to amend the Annual Report on Form 20-F
for the fiscal year ended December 31, 2002, filed by G. Willi-Food
International Ltd. (the "Registrant") on June 30, 2003 (the "Form 20-F"), in the
following way:

     o    to include a consent to incorporate by reference in the registration
          statement on Form F-3 (File No. 333-11848) the Report of Independent
          Public Accountants dated March 31, 2003 relating to the audit of the
          Registrant's consolidated balance sheets at December 31, 2002 and 2001
          and the related consolidated statements of operations, shareholders'
          equity and cash flows for each of the three years in the period ended
          December 31, 2002.

Except for the above amendment, no changes have been made to the exhibits of the
Registrant as contained in the Form 20-F, and the balance of Item 19 of the Form
20-F is hereby incorporated by reference.

This Form 20-F/A consists of a cover page, this explanatory note, Item 19 (as
amended) of the Form 20-F, the signature page, the consent of independent public
accountants described herein, and the required certifications of the principal
executive officer and the principal financial officer of the Registrant.

Other than as expressly set forth above, this Form 20-F/A does not, and does not
purport to, amend, update or restate the information in the Form 20-F or reflect
any events that have occurred after the Form 20-F was filed.

ITEM 19. EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NUMBER     DESCRIPTION
<S>                <C>
12.1               Certification of CEO of the Company pursuant to Rule 13a-14(a), as adopted pursuant to
                   Section 302 of the Sarbanes-Oxley Act of 2002*

12.2               Certification of CFO of the Company pursuant to Rule 13a-14(a), as adopted pursuant to
                   Section 302 of the Sarbanes-Oxley Act of 2002*

14.1               Consent of Brightman Almagor & Co., a member of Deloitte Touche Tohmatsu*
</TABLE>

----------

*        Filed herewith.

                                     Page 2
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant certifies that it meets all of the requirements for
filing on Form 20-F/A and has duly caused this Annual Report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                               G. WILLI-FOOD INTERNATIONAL LTD.

                                               By: /s/ Joseph Williger
                                               -----------------------
                                               Joseph Williger
                                               Chief Executive Officer

Date:  November 21, 2004

                                     Page 3

<PAGE>

                                 EXHIBIT INDEX

12.1 Certification of CEO of the Company pursuant to Rule 13a-14(a), as adopted
     pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

12.2 Certification of CFO of the Company pursuant to Rule 13a-14(a), as adopted
     pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

14.1 Consent of Brightman Almagor & Co., a member of Deloitte Touche Tohmatsu*

----------

*    Filed herewith.