Obligation Israëli 4.5% ( US46513JB593 ) en USD

Israëli

70.45 % ▼

Israel

US46513JB593 ( en USD )

4.5% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation Israel US46513JB593 en USD 4.5%, échéance Perpétuelle

46513JB59

03/10/2025 ( Dans 139 jours )

Israël est une nation du Moyen-Orient située sur la côte orientale de la mer Méditerranée, connue pour son histoire riche, sa diversité culturelle et son rôle géopolitique important.

L'Obligation émise par Israëli ( Israel ) , en USD, avec le code ISIN US46513JB593, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

424B5 1 tm2014106-6_424b5.htm 424B5

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-224961

This Prospectus Supplement should be read in conjunction with the Prospectus dated June 1, 2018.

$5,000,000,000

State of Israel
$2,000,000,000 2.750% Bonds due July 3, 2030
$2,000,000,000 3.875% Bonds due July 3, 2050
$1,000,000,000 4.500% Bonds due April 3, 2120

This is an offering by the State of Israel ("Israel" or the "State of Israel") of an aggregate of $2,000,000,000 2.750% bonds due 2030 (the
"2030 bonds"), $2,000,000,000 3.875% bonds due 2050 (the "2050 bonds") and $1,000,000,000 4.500% bonds due 2120 (the "2120 bonds" and,
together with the 2030 bonds and the 2050 bonds, the "bonds").

The bonds will constitute direct, general, unconditional, unsecured and unsubordinated external indebtedness of the State of Israel. The bonds
will rank without preference among themselves and equally with all other unsecured and unsubordinated external indebtedness of Israel and will be
backed by the full faith and credit of Israel. It is understood that this provision shall not be construed to require Israel to make payments under the
bonds ratably with payments being made under any other external indebtedness of Israel. Interest on the 2030 bonds will be payable semi-annually
on January 3 and July 3 of each year, beginning on July 3, 2020. Interest on the 2050 bonds will be payable semi-annually on January 3 and July 3
of each year, beginning on July 3, 2020. Interest on the 2120 bonds will be payable semi-annually on April 3 and October 3 of each year, beginning
on October 3, 2020. The bonds will be issued only in denominations of $200,000 and integral multiples of $1,000 above that amount.

This prospectus supplement and accompanying prospectus constitute a prospectus for the purposes of Regulation (EU) 2017/1129 (the
"Prospectus Regulation").

Application will be made to the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (the "CSSF"), as
competent authority under the Prospectus Regulation, to approve this prospectus supplement and the accompanying prospectus as a prospectus for
the purposes of the Prospectus Regulation. The CSSF assumes no responsibility as to the economic and financial soundness of the transaction or
the solvency of the State of Israel. Application will be made to list the bonds on the official list of the Luxembourg Stock Exchange and to have the
bonds admitted to trading on the regulated market of the Luxembourg Stock Exchange (Bourse de Luxembourg), which is a regulated market for
the purposes of the Market in Financial Instruments Directive (2014/65/EU) (as amended, "MiFID II").

See the section entitled "Risk Factors" beginning on page S-7 for a discussion of certain factors you should consider before investing in the
bonds.

The bonds will be designated collective action securities and will, therefore, contain "collective action clauses", regarding meetings of holders,
acceleration of the bonds in an event of default and future modifications to the terms of the bonds. Some of these provisions differ from those
applicable to certain other series of bonds issued by the State of Israel. Under the provisions applicable to the bonds, which are described beginning
on page 5 of the accompanying prospectus, Israel may amend the payment provisions of the bonds and other "reserve matters" with the consent of
the holders of: (1) with respect to a single series of bonds, more than 75% of the aggregate principal amount outstanding of such series; (2) with
respect to two or more series of bonds, if certain "uniformly applicable" requirements are met, more than 75% of the aggregate principal amount of
the outstanding bonds of all series affected by the proposed modification, taken in the aggregate; or (3) with respect to two or more series of bonds,
whether or not the "uniformly applicable" requirements are met, more than 662/3% of the aggregate principal amount of the outstanding bonds of
all series affected by the proposed modification, taken in the aggregate, and more than 50% of the aggregate principal amount of the outstanding
bonds of each series affected by the proposed modification, taken individually.

Per
Per
Per
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2030
2050
2120

bond

Total

bond

Total

bond

Total

Public Offering Price

100.000% $2,000,000,000
100.000% $2,000,000,000
100.000% $1,000,000,000
Underwriting discounts

0.125% $
2,500,000
0.250% $
5,000,000
0.300% $
3,000,000
Proceeds to the State of Israel
(before expenses)

99.875% $1,997,500,000
99.750% $1,995,000,000
99.700% $ 997,000,000

The public offering prices set forth above do not include accrued interest, if any. Interest on the bonds will accrue from April 3, 2020 and must
be paid by the purchaser if the bonds are delivered after April 3, 2020.

Neither the Securities and Exchange Commission (the "SEC") nor any regulatory body in the United States has approved or
disapproved of these securities or passed upon the accuracy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.

The bonds are expected to be delivered on or about April 3, 2020 (the "issue date") in book-entry form only to purchasers through The
Depository Trust Company, Clearstream Banking, Luxembourg, société anonyme, and the Euroclear System.

Joint Book-Running Managers

Barclays BofA Securities Citigroup Goldman Sachs & Co. LLC

Prospectus Supplement dated March 31, 2020

TABLE OF CONTENTS

Page
Prospectus Supplement
NIS Exchange Rates

S-1
Fiscal Year

S-1
Official Statements

S-1
About this Prospectus Supplement

S-2
Forward-Looking Statements

S-3
Overview of the Offering

S-4
Risk Factors

S-7
Use of Proceeds

S-10
Recent Developments

S-11
Description of the Bonds

S-12
Taxation

S-19
Jurisdiction, Consent to Service and Enforceability

S-24
Underwriting

S-25
Stabilization

S-26
Offering Restrictions

S-27
Listing, Admission to Trading and General Information

S-30
Validity of the Bonds

S-32
Incorporation by Reference

S-32
Incorporation by Reference Cross-Reference Table

S-33

Page
Prospectus
Where You Can Find More Information

1
Use of Proceeds

1
Debt Securities

1
Governing Law

12
Plan of Distribution

12
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Official Statements

13
Validity of the Debt Securities

13
Authorized Representative

13

S-i

NIS EXCHANGE RATES

On March 30, 2020, the Bank of Israel foreign exchange rate for U.S. dollars was 3.5860 New Israeli Shekels, or NIS, per U.S. dollar.
References to dollar, "US$" or "$" in this prospectus supplement are to U.S. dollars and references to "NIS" or "shekel" are to New Israeli
Shekels. For a discussion of the convertibility of the NIS, see "Currency Protocol" and "Balance of Payments and Foreign Trade -- Foreign
Exchange Controls and International Reserves" in Exhibit D to Israel's Annual Report on Form 18-K for the fiscal year ended December 31,
2018, as amended.

FISCAL YEAR

The fiscal year of the Government of Israel (the "Government") ends December 31. The twelve-month period that ended on December 31,
2018 is referred to herein as "2018", and other years are referred to in a similar manner.

OFFICIAL STATEMENTS

Information included in this prospectus supplement and the accompanying prospectus, including the documents incorporated herein and
therein by reference, that is identified as being derived from a publication of Israel or one of its agencies or instrumentalities or the Bank of Israel is
included on the authority of that publication as a public official document of Israel or the Bank of Israel. All other information in this prospectus
supplement, the accompanying prospectus and in the registration statement, other than the information included under the caption "Underwriting",
is included as a public official statement made on the authority of the Director General of the Ministry of Finance of Israel, in his official capacity.

S-1

ABOUT THIS PROSPECTUS SUPPLEMENT

Israel accepts responsibility for the contents of this prospectus supplement and the accompanying prospectus, including the documents
incorporated herein and therein by reference. Israel further declares that, having taken all reasonable care to ensure that such is the case, the
information contained in this prospectus supplement and the accompanying prospectus is, to the best of its knowledge, in accordance with the facts
in all material respects and contains no material omission likely to affect its import.

A Current Description of the State of Israel is contained in Exhibit D to the Annual Report of the State of Israel on Form 18-K for the fiscal
year ended December 31, 2018, as amended. Such Annual Report on Form 18-K for the year ended December 31, 2018 (including its exhibits), as
amended, is incorporated by reference in this prospectus supplement. There have been no material adverse changes that would affect the
information about the State of Israel included in the Current Description of the State of Israel contained in such Exhibit D, as amended, through the
date hereof.

Prospective investors should rely on the information provided in this prospectus supplement, the accompanying prospectus and the documents
incorporated by reference in this prospectus supplement and the accompanying prospectus. No person is authorized by Israel or the underwriters to
make any representation or give any information not contained in this prospectus supplement, the accompanying prospectus or the documents
incorporated by reference in this prospectus supplement and the accompanying prospectus. Any such representation or information not contained in
this prospectus supplement, the accompanying prospectus or the documents incorporated by reference in this prospectus supplement and the
accompanying prospectus must not be relied upon as having been authorized by Israel or the underwriters. Please see "Incorporation by Reference"
and "Listing, Admission to Trading and General Information -- Where You Can Find More Information" for information on the documents that
are incorporated by reference in this prospectus supplement and the accompanying prospectus.

Israel is not offering to sell or soliciting offers to buy any securities other than the bonds offered under this prospectus supplement, nor is
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Israel offering to sell or soliciting offers to buy the bonds in places where such offers are not permitted by applicable law. You should not assume
that the information in this prospectus supplement or the accompanying prospectus, or the information incorporated by reference in this prospectus
supplement and the accompanying prospectus, is accurate as of any date other than their respective dates. Israel's economic, fiscal or political
circumstances may have changed since such dates.

The bonds described in this prospectus supplement are debt securities of Israel being offered under a registration statement filed with the SEC
under the U.S. Securities Act of 1933, as amended. The accompanying prospectus is part of that registration statement. The accompanying
prospectus provides you with a general description of the securities that Israel may offer, and this prospectus supplement contains specific
information about the terms of this offering and the bonds. This prospectus supplement also adds, updates or changes information provided or
incorporated by reference in the accompanying prospectus. Consequently, before you invest, you should read this prospectus supplement together
with the accompanying prospectus as well as the documents incorporated by reference in this prospectus supplement and the accompanying
prospectus. See "Incorporation by Reference" and "Listing, Admission to Trading and General Information -- Where You Can Find More
Information" for information on the documents that are incorporated by reference in this prospectus supplement and the accompanying prospectus.
Those documents (such as Israel's Annual Report on Form 18-K for 2018, as amended) contain information regarding Israel, the bonds and other
relevant matters. The registration statement, any post-effective amendments thereto, the various exhibits thereto, and the documents incorporated
therein by reference contain additional information about Israel and the bonds. Certain terms used but not defined in this prospectus supplement are
defined in the accompanying prospectus.

The distribution of this prospectus supplement and the accompanying prospectus and the offering of the bonds in certain jurisdictions may be
restricted by law. Persons who receive copies of this prospectus supplement and the accompanying prospectus should inform themselves about and
observe any of those restrictions. See "Underwriting" in this prospectus supplement.

This prospectus supplement and the accompanying prospectus, including the documents incorporated by reference in this prospectus
supplement and the accompanying prospectus, may be used only for the purposes for which they have been produced in connection with the
offering of the bonds. Any use of this prospectus supplement and the accompanying prospectus, including the documents incorporated by reference
in this prospectus supplement and the accompanying prospectus, other than in connection with the offering of the bonds, is unauthorized.

S-2

FORWARD-LOOKING STATEMENTS

Israel has made forward-looking statements in this prospectus supplement and the accompanying prospectus, including the documents
incorporated by reference herein and therein. Statements that are not historical facts are forward-looking statements. Forward-looking statements
generally can be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate",
"believe", "continue", "could", "should", "would" or similar terminology. Any forward-looking statements in this prospectus supplement or the
accompanying prospectus, including the documents incorporated by reference herein and therein, are based on Israel's current plans, estimates,
assumptions and projections, all of which may change or may not align with actual results. Therefore, you should not place undue reliance on
them. Forward-looking statements speak only as of the date they are made, and Israel undertakes no obligation to update any of them in light of
new information or future events.

Forward-looking statements involve inherent risks. Israel cautions you that many factors could affect the future performance of the Israeli
economy. These factors include, but are not limited to:

·
External factors, such as:

·
interest rates in financial markets outside Israel;

·
the impact of changes in the credit rating of Israel;

·
the global and regional security situation;

·
the effects of the outbreak of coronavirus (COVID-19);

·
the economic growth and stability of Israel's major trading partners, including the United States and the European Union;

·
the global high-tech market; and

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·
regional economic and political conditions.

·
Internal factors, such as:

·
general economic and business conditions in Israel;

·
the security situation in Israel;

·
present and future exchange rates of the Israeli currency;

·
foreign currency reserves;

·
the level of domestic debt;

·
domestic inflation;

·
the level of budget deficit;

·
the level of foreign direct and portfolio investment; and

·
the level of Israeli domestic interest rates.

S-3

OVERVIEW OF THE OFFERING

The following overview should be read as an introduction to this prospectus supplement and is qualified in its entirety by, and should be
read in conjunction with, the more detailed information appearing elsewhere in this prospectus supplement and the accompanying prospectus,
including the "Risk Factors" section and the documents incorporated by reference in this prospectus supplement and the accompanying
prospectus. You should base any decision to invest in the bonds on consideration of this prospectus supplement and the accompanying
prospectus, including the documents incorporated by reference herein and therein, as a whole.

Issuer

State of Israel.

Title of Securities

$2,000,000,000 2.750% bonds due 2030.

$2,000,000,000 3.875% bonds due 2050.

$1,000,000,000 4.500% bonds due 2120.

Maturity Date

2030 bonds will mature on July 3, 2030.

2050 bonds will mature on July 3, 2050.

2120 bonds will mature on April 3, 2120.

Interest Rate

2.750% per annum for the 2030 bonds.

3.875% per annum for the 2050 bonds.

4.500% per annum for the 2120 bonds.

Interest Payment Dates

January 3 and July 3 of each year, starting July 3, 2020, for the 2030 bonds.

January 3 and July 3 of each year, starting July 3, 2020, for the 2050 bonds.

April 3 and October 3 of each year, starting October 3, 2020, for the 2120 bonds.

Price to Public

100.000% of the principal amount for the 2030 bonds.

100.000% of the principal amount for the 2050 bonds.

100.000% of the principal amount for the 2120 bonds.

In addition, purchasers will pay accrued interest, if any, from April 3, 2020.

Form

Israel will issue each series of bonds in the form of one or more book-entry securities
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in fully registered form, without coupons. Israel will not issue the bonds in bearer
form.

Denominations

Israel will issue the bonds in denominations of $200,000 and integral multiples of
$1,000 above that amount.

Payment of Principal and Interest

Principal and interest on the bonds will be payable in U.S. dollars or other legal
tender, coin or currency of the United States of America.

Status and Ranking

The bonds will be direct, general, unconditional, unsecured and unsubordinated
external indebtedness of Israel. The bonds will rank without preference among
themselves and equally with all other unsecured and unsubordinated external
indebtedness of Israel. It is understood that this provision shall not be construed to
require Israel to make payments under the bonds ratably with payments being made
under any other external indebtedness of Israel.

Redemption; Sinking Fund

The bonds will not be redeemable prior to maturity and are not entitled to the benefit
of any sinking fund.

Default

The bonds will contain events of default, the occurrence of which may result in the
acceleration of Israel's obligations under the bonds prior to maturity upon notice by
holders of at least 25% of the aggregate principal amount of the outstanding bonds of
the relevant series. See "Debt Securities -- Collective Action Securities Issued On or
After January 5, 2016 -- Default" and "-- Acceleration of Maturity" in the
accompanying prospectus.

S-4

Collective Action Securities

The bonds will be designated Collective Action Securities under the Fiscal Agency
Agreement, dated as of March 13, 2000, as amended by Amendment No. 1 thereto,
dated as of February 24, 2004, and Amendment No. 2 thereto, dated as of January 5,
2016 and, as such, will contain provisions regarding acceleration and voting on
amendments, modifications, changes and waivers that differ from those applicable to
certain other series of bonds issued by the State of Israel. Under these provisions,
which are described in the section "Debt Securities -- Collective Action Securities
Issued On or After January 5, 2016" in the accompanying prospectus, Israel may
amend the payment provisions of the bonds and other "reserve matters" with the
consent of the holders of: (1) with respect to a single series of debt securities, more
than 75% of the aggregate principal amount outstanding of such series; (2) with
respect to two or more series of debt securities, if certain "uniformly applicable"
requirements are met, more than 75% of the aggregate principal amount of the
outstanding debt securities of all series affected by the proposed modification, taken in
the aggregate; or (3) with respect to two or more series of debt securities, whether or
not the "uniformly applicable" requirements are met, more than 662/3% of the
aggregate principal amount of the outstanding debt securities of all series affected by
the proposed modification, taken in the aggregate, and more than 50% of the aggregate
principal amount of the outstanding debt securities of each series affected by the
proposed modification, taken individually. Certain of these actions may be taxable
events requiring holders to recognize gain or loss for U.S. federal income tax
purposes. See "Taxation -- United States" in this prospectus supplement.

Use of Proceeds

Israel will use the net proceeds from the sale of the bonds offered hereby, estimated to
be US$4,989,225,000 after deducting underwriting discounts and offering expenses
payable by Israel, for the general purposes of the State of Israel. See "Use of
Proceeds."

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Listing and Listing Agent

Application will be made to list the bonds on the official list and admit the bonds to
trade on the Regulated Market of the Luxembourg Stock Exchange. The Luxembourg
listing agent will be Banque Internationale à Luxembourg, société anonyme.

Fiscal Agent

The bonds will be issued pursuant to a Fiscal Agency Agreement dated as of March
13, 2000, as amended by Amendment No. 1 to Fiscal Agency Agreement dated as of
February 24, 2004, and Amendment No. 2 to Fiscal Agency Agreement dated as of
January 5, 2016, between Israel and Citibank, N.A., as fiscal agent, paying agent,
transfer agent and registrar.

Taxation

For a discussion of the material Israeli and United States federal income tax
consequences associated with the bonds, see "Taxation" in this prospectus supplement
and "Debt Securities -- Taxation by Israel; Additional Amounts" in the
accompanying prospectus. Investors should consult their own tax advisors in
determining the U.S. federal, state and local, non-U.S. and other tax consequences to
them of the purchase, ownership and disposition of the bonds.

S-5

Further Issuances

From time to time, without the consent of holders of the bonds, and subject to the
required approvals under Israeli law, Israel may create and issue additional debt
securities with the same terms and conditions as those of the bonds (or the same
except for the amount of the first interest payment); provided that, if such additional
debt securities are not fungible with the outstanding bonds for U.S. federal income tax
purposes, such additional debt securities will have a separate CUSIP or other
identifying number. See "Description of the Bonds -- Further Issuances of Debt
Securities of a Series."

Governing Law

The bonds will be governed by the laws of the State of New York, except with respect
to the authorization and execution of the bonds, which will be governed by the laws of
the State of Israel.

Risk Factors

There are certain risks relating to the issue of the bonds, which investors should ensure
they fully understand. See "Risk Factors."

Where a claim relating to the information contained in this prospectus supplement or the accompanying prospectus is brought before a
court, the plaintiff investor might, under the national legislation of the place of jurisdiction, have to bear the costs of translating this prospectus
supplement and the accompanying prospectus before the legal proceedings are initiated.

S-6

RISK FACTORS

You should read this entire prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and
therein carefully. Words and expressions defined elsewhere in this prospectus supplement or the accompanying prospectus have the same meaning
in this section. Investing in the bonds involves certain risks. Factors that are material for assessing the market risks associated with the bonds are
described below. You should consult your financial, tax, legal, accounting and other advisors prior to deciding whether to make an investment in
the bonds.

Risks related to the State of Israel and the geopolitical and economic environment.

External factors, including regional and international political and economic conditions, may adversely affect the trading price of the bonds
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and Israel's access to credit.

Israel's access to credit in the international capital markets is affected by regional and international political and economic conditions,
including interest rates in financial markets outside Israel, the impact of changes in the credit rating of Israel, the global, regional and Israeli
security situations, the economic growth and stability of Israel's major trading partners and the global high-tech market. As a result, political,
economic or market factors, which may be outside Israel's control, may impact the debt dynamics of Israel and could adversely affect Israel's cost
of funds in the international capital markets and the liquidity of and demand for Israel's debt securities, including the bonds. In addition, any
negative change in the credit rating of Israel could adversely affect the trading price of Israel's debt securities, including the bonds.

Israel's political, economic and military environment may continue to be volatile.

Israel has from time to time experienced political situations and has been subject to ongoing security concerns. Since the establishment of the
State of Israel in 1948, a number of armed conflicts have occurred between Israel and its Arab neighbors. Political instability in the Middle East has
increased since the terrorist attacks of September 11, 2001 and news of Iran's reported nuclear program. Since 2005, when Israel withdrew from
the Gaza strip, terrorist violence from Gaza has increased. If the level of instability and violence increases in the future, Israel's capital markets, the
level of tourism in Israel and foreign investment in Israel, among other things, may suffer. The conflicts with Hamas in the Gaza strip and with
Hezbollah in Lebanon may worsen and potentially affect Israel's economic condition. In addition, political situations may affect the stability of the
Israeli economy.

Since January 2011, there has been political instability and civil unrest in numerous Middle Eastern and North African countries, including
Bahrain, Libya, Egypt, Tunisia, Yemen and Syria. This unrest has resulted in the removal of long-standing leadership in several of these countries
and created turbulent political situations in others.

As Israel is situated in this region, it closely monitors these events, aiming to protect its economic, political and security interests. The delicate
relations between Israel and its neighbors could become even more fragile with the domestic turmoil and change in regimes. Instability in the
Middle East and North Africa region have so far not materially affected Israel's financial or political situation, and countries that have signed peace
agreements with Israel have remained committed to them, regardless of internal political developments.

Nevertheless, there can be no assurance that instability in the region will not escalate in the future or will not spread to additional countries in
the region. Military efforts have significantly decreased the presence of the Islamist militia group known as ISIS in Syria and Iraq, but there is
growing concern regarding Shiite militias taking control over the relinquished territory and the creation of a land corridor from Tehran to the
Mediterranean under Iranian influence.

In 2019, there were two general elections; however, after each election, a coalition government was not formed by the deadline. A third
election was held in March 2020, and as of the date of this prospectus supplement, a coalition government has not been formed. As a result,
Israel's current government is a transitional government and therefore certain of its decision-making powers are limited. There is a risk that this
current political situation, which limits the government's ability to enact reforms and requires the adoption of the last approved budget, may have a
negative impact on Israel's economy. This risk will continue until a new government is formed.

S-7

The worldwide economic effects of the outbreak of the coronavirus (COVID-19) could adversely affect Israel's economy.

In December 2019, the emergence of a new strain of the coronavirus (COVID-19) was reported in Wuhan, Hubei Province, China that has
subsequently spread throughout the world, including Israel. On January 30, 2020 the World Health Organization declared coronavirus (COVID-19)
a public health emergency of international concern and on March 11, 2020 the World Health Organization declared coronavirus (COVID-19) a
global pandemic. The coronavirus (COVID-19) outbreak is currently having an adverse impact on the global economy, the severity and duration of
which is difficult to predict.

To prevent the spread of coronavirus (COVID-19), Israel has imposed travel restrictions and mandatory self-quarantining, closed schools and
universities, prohibited gatherings of more than 10 people. On March 14, 2020, the Prime Minister announced additional restrictions on economic
activity, including the closure of educational institutions, leisure activities, and limiting public transportation. In addition, non-essential businesses
that employ 10 or more employees were limited to 30% of their workforce. Essential services such as grocery stores, health services and pharmacies
continue to operate normally.

Currently the trajectory of the coronavirus (COVID-19) outbreak remains highly uncertain and we cannot predict the duration, severity or
effect of the pandemic or any future containment efforts. There is a risk that the spread of coronavirus (COVID-19) and the measures taken to
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contain its spread, including instituting a lockdown that has resulted in businesses slowing or shuttering operations, may continue to have adverse
effects on Israel's economy and financial markets, including an economic recession.

Israel is a foreign sovereign state and accordingly it may be difficult to obtain or enforce judgments against it.

Israel is a sovereign state. Although Israel has waived its sovereign immunity in respect of the bonds, except for its sovereign immunity in
connection with any actions arising out of or based on United States federal or state securities laws, enforcement in the event of a default may
nevertheless be impracticable by virtue of legal, commercial, political or other considerations.

Because Israel has not waived its sovereign immunity in connection with any action arising out of or based on United States federal or state
securities laws, it will not be possible to obtain a United States judgment against Israel based on such laws unless a court were to determine that
Israel is not entitled under the United States Foreign Sovereign Immunities Act of 1976, as amended, to sovereign immunity with respect to such
actions.

The current global economic climate and continued economic disruption in Europe may have an adverse effect on Israel's economy.

Israel's economy is affected by global economic conditions, including regional and international rates of economic growth. Recent
developments in the global economy, including the United Kingdom's withdrawal from the European Union, have led to increased market
volatility and decreased consumer confidence. The potential impact of these developments on the Israeli economy is uncertain.

Although Israel's economy has shown moderate rates of growth in recent years, there can be no assurance that Israel's economy will continue
to grow in the case of a prolonged negative global economic climate.

As a result of the sovereign debt crisis in Europe, there was significant price volatility in the secondary market for sovereign debt of European
and other nations at the beginning of this decade. If such price volatility resumes, it could lead to a decline in the recoverability and value of the
market price of Israel's debt securities, including the bonds. Sluggish economic growth or negative growth in the European Union, which is one of
Israel's major trading partners, could have a material adverse impact on Israel's balance of trade and adversely affect Israel's financial condition.

The successful development of Israel's natural gas reserves involves certain risks that may make expected natural gas production levels
unobtainable.

There are numerous uncertainties associated with estimating quantities of natural gas reserves and projecting future rates of production and the
level of revenue Israel will receive from its natural gas fields. These items are, in part, dependent on the reliability of seismic measurement
technologies and the future international market for natural gas and other energy substitutes, as well as future development and operating costs, all
of which may vary considerably from Israel's current assumptions. Moreover, certain of Israel's neighboring countries have asserted mineral rights
with respect to certain natural gas reserves to which Israel currently lays claim. Any failure to meet expected natural gas production targets on the
forecasted timelines, or at all, could have a negative impact on Israel's progress towards energy independence or the revenues that will be received
by the State of Israel.

S-8

Risks related to the bonds.

The bonds may not be a suitable investment for all investors.

You must determine the suitability of investment in the bonds in light of your own circumstances. In particular, you should:

(1) have sufficient knowledge and experience to make a meaningful evaluation of the bonds and the merits and risks of investing in the
bonds;

(2) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of your particular financial situation, an
investment in the bonds and the impact the bonds will have on your overall investment portfolio;

(3) have sufficient financial resources and liquidity to bear all of the risks of an investment in the bonds, including where the currency
for principal or interest payments is different from your currency;

(4) understand thoroughly the terms of the bonds and be familiar with the behavior of any relevant indices and financial markets; and
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(5) be able to evaluate (either alone or with the help of a financial advisor) possible scenarios for economic, interest rate and other
factors that may affect your investment and your ability to bear the applicable risks.

There is no assurance that active secondary markets for the bonds will develop.

The bonds are new securities for which there currently are no public markets. There can be no assurance that an active trading market for any
series of the bonds will develop, or, if one does develop, that it will be maintained. If an active trading market for any series of the bonds does not
develop or is not maintained, the market or trading price and liquidity of such series of the bonds may be adversely affected. If the bonds are traded
after their initial issuance, they may trade at a discount to their initial offering price, depending upon prevailing interest rates, the market for
similar securities, recommendations from securities analysts, general economic conditions and the financial condition of the State of Israel.
Although an application will be made to list and trade the bonds on the Regulated Market "Bourse de Luxembourg" of the Luxembourg Stock
Exchange, there is no assurance that such application will be accepted. Even if the bonds are approved for listing and trading by the Regulated
Market "Bourse de Luxembourg" of the Luxembourg Stock Exchange, active trading markets for the bonds on the Regulated Market "Bourse de
Luxembourg" of the Luxembourg Stock Exchange may not develop or, even if they develop, may not last, in which case the trading price of the
bonds could be adversely affected and your ability to transfer the bonds will be limited.

The bonds contain provisions that permit Israel to amend the payment terms and take certain other actions without the consent of all holders.

The bonds contain provisions regarding acceleration and voting on amendments, modifications, changes and waivers, which are commonly
referred to as "collective action clauses." For a description of the collective action clauses applicable to the bonds, see "Debt Securities --
Collective Action Securities Issued On or After January 5, 2016 -- Meetings and Amendments; Modifications" in the accompanying prospectus.
Certain of these actions may be taxable events requiring holders to recognize gain or loss for U.S. federal income tax purposes. See "Taxation --
United States" in this prospectus supplement.

There can be no assurance that the laws of the State of New York in effect as of the date of this prospectus supplement will not be modified.

The terms and conditions of the bonds will be governed by the laws of the State of New York in effect as of the date of this prospectus
supplement. There can be no assurance as to the impact of any possible judicial decision or change to New York law or administrative practice
after the date of this prospectus supplement.

Legal investment considerations may restrict certain investments.

The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain
authorities. You should consult your legal advisors to determine whether and to what extent (i) the bonds are a legal investment for you, (ii) the
bonds can be used as collateral for various types of borrowing and (iii) other restrictions apply to your purchase or pledge of any bonds. Financial
institutions should consult their legal advisors or the appropriate regulators to determine the appropriate treatment of the bonds under any
applicable risk-based capital or similar rules.

The trading market for debt securities may be volatile and may be adversely impacted by many events.

The market for the bonds issued by the State of Israel is influenced by economic and market conditions and, to varying degrees, interest rates,
currency exchange rates and inflation rates in the United States, Europe and other industrialized countries. There can be no assurance that events in
Israel, the United States, Europe or elsewhere will not cause market volatility or that such volatility will not adversely affect the price of the bonds
or that economic and market conditions will not have any other adverse effect. Investors in the bonds may be subject to interest rate risks.
Investment in fixed rate bonds involves the risk that subsequent changes in market interest rates may adversely affect the value of the fixed rate
bonds.

The bonds are unsecured.

The bonds constitute unsecured obligations of the State of Israel.

S-9

USE OF PROCEEDS

Israel will use the net proceeds from the sale of the bonds offered hereby, estimated to be US$4,989,225,000 after deducting underwriting
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