The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

  UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
  Washington, D.C. 20549
FORM 13F 		OMB Number:   3235-0006
Expires:          July 31, 2015
Estimated average burden
hours per response:       23.8


FORM 13F COVER PAGE


Report for the Calendar Year or Quarter Ended:
03-31-2019
 
Check here if Amendment:      Amendment Number:
 
This Amendment (Check only one.):      is a restatement.
       adds new holdings entries.

Institutional Investment Manager Filing this Report:

Name: BANK HAPOALIM BM 
Address: Bank Hapoalim B M 
  50 ROTHCHILD BOULEVARD 
  TEL AVIV  L3  00000 

Form 13F File Number:   028-16115 


The institutional investment manager filing this report and the person by whom it is signed hereby represent that the person signing the report is authorized to submit it, that all information contained herein is true, correct and complete, and that it is understood that all required items, statements, schedules, lists, and tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:

Name: Yadin Antebi 
Title: HEAD OF FINANCIAL MARKETS DIVISION 
Phone: 972-3-5675909 

Signature, Place, and Date of Signing:

/s/ Yadin Antebi  Tel Aviv,  ISRAEL 04-29-2019 
[Signature] [City, State] [Date]

Do you wish to provide information pursuant to Special Instruction 5?          Yes      X  No

Report Type (Check only one.):

X  13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager are reported in this report.)

      13F NOTICE. (Check here if no holdings reported are in this report, and all holdings are reported by other reporting manager(s).)

      13F COMBINATION REPORT. (Check here if a portion of the holdings for this reporting manager are reported in this report and a portion are reported by other reporting manager(s).)


Form 13F Summary Page

Report Summary:

Number of Other Included Managers: 1 
Form 13F Information table Entry Total: 169 
Form 13F Information table Value Total: 416,673 
  (thousands)

List of Other Included Managers:

Provide a numbered list of the name(s) and Form 13F number(s) of all institutional investement managers with respect to which this report is filed, other than the manager filing this report.

   No. Form 13F File Number Name CIK
1  028-16116  Peilim Portfolio Management Ltd  0001604401 
Bank Hapoalim BM (PK) (USOTC:BKHYY)
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