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                                    FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                        Report of Foreign Private Issuer

                      Pursuant to Rule 13a-16 or 15d-16 of

                       The Securities Exchange Act of 1934

                           For the month of July 2003




                G. WILLI-FOOD INTERNATIONAL LTD. (Translation of
                         registrant's name into English)


                      3 Nahal Snir St., Yavne, Israel 81224
                    (Address of principal executive offices)




            Indicate by check mark whether registrant files or will file annual
reports under cover Form 20-F or Form 40-F:

                          FORM 20-F X        FORM 40-F
                                   ---

            Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

            Note: Regulation S-T Rule 101(b)(1) only permits the submission in
paper of a Form 6-K if submitted solely to provide an attached annual report to
security holders.

            Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule
101(b)(7):

            Note: Regulation S-T Rule 101(b)(7) only permits the submission in
paper of a Form 6-K if submitted to furnish a report or other document that the
registrant foreign private issuer must furnish and make public under the laws of
the jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.

            Indicate by check mark whether registrant by furnishing the
information

contained  in this  Form is  also  thereby  furnishing  the  information  to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

                                YES___      NO X
                                              ---

            If "YES" is marked, indicate below the file number assigned
to the registrant in connection with Rule 12g3-2(b):  82-________.




On July 21, 2003, G. Willi-Food International Ltd. (the "Registrant") received a
letter (the "Letter") from the Nasdaq Stock Market informing the Registrant that
its Ordinary Shares are subject to delisting from the Nasdaq SmallCap Market due
to failure to meet continued listing requirements that the Registrant have
500,000 publicly held shares. The Registrant has reviewed the alternatives
available to it, and the board of directors of the Registrant has determined not
to take any action in response to the Letter at the present time. The Registrant
has so informed Nasdaq.





                                   SIGNATURES

            In accordance with the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this Report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                             G. WILLI-FOOD INTERNATIONAL LTD.



Dated:  July 30, 2003
                              By: /s/ Zvi Williger
                                 -----------------------------
                                 Name:  Zvi Williger
                                 Title: Chairman of the Board