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Isramco Inc – ‘10-K/A’ for 12/31/05 – EX-99.1

On: Tuesday, 10/17/06, at 4:54pm ET · For: 12/31/05 · Accession #: 1188112-6-3094 · File #: 0-12500

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/17/06  Isramco Inc                       10-K/A     12/31/05    4:263K                                   Toppan Vite NY Inc./FA

Amendment to Annual Report — Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Form 10-K Amendment No. 1                             59    320K 
 2: EX-31       Certification per Sarbanes-Oxley Act (Section 302)     2±     9K 
 3: EX-32       Certification per Sarbanes-Oxley Act (Section 906)     1      6K 
 4: EX-99.1     Miscellaneous Exhibit                                 39    160K

EX-99.1 — Miscellaneous Exhibit

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EXHIBIT 99.1

"ISRAMCO NEGEV 2" 
LIMITED PARTNERSHIP 

FINANCIAL STATEMENTS
AS OF DECEMBER 31,2005

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 "ISRAMCO NEGEV 2"
 LIMITED PARTNERSHIP

FINANCIAL STATEMENTS
 AS AT DECEMBER 31, 2005

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                                         "Isramco - Negev 2" Limited Partnership

FINANCIAL STATEMENTS AS AT DECEMBER 31, 2005                                    
--------------------------------------------------------------------------------

CONTENTS                                                                        

                                                                        PAGE

Auditors' Report                                                            2   

Balance Sheets                                                              4   

Statements of Earnings                                                      5   

Statements of Changes in Limited Partnership's Capital                      6   

Statements of Cash Flows                                                    7   

Notes to the Financial Statements                                           9   

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[LOGO] KPMG                                                                     

SOMEKH CHAIKIN                                              

          MAIL ADDRESS       OFFICE ADDRESS            TELEPHONE  972 3 684 8000
   PO Box 609         KPMG Millennium Tower     Fax 972 3 684 8444
Tel Aviv 61006     17 Ha'arba'a Street                      
Israel            Tel Aviv 61070                          
Israel                

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                         
TO THE PARTNERS OF "ISRAMCO - NEGEV 2" LIMITED PARTNERSHIP                      

AUDITORS' REPORT TO THE PARTNERS OF                                             
"ISRAMCO - NEGEV 2" LIMITED PARTNERSHIP                                         

We have audited the accompanying balance sheets of "Isramco - Negev 2" Limited  
Partnership (hereinafter - "the Limited Partnership") as of December 31, 2005   
and 2004, and the related statements of earnings, changes in Limited            
Partnership's capital and cash flows, for each of the years in the three-year   
period ended December 31, 2005. These financial statements are the              
responsibility of the Board of Directors and the Management of the General      
Partner of the Limited Partnership. Our responsibility is to express an opinion 
on these financial statements based on our audits.                              

We conducted our audits in accordance with standards of the Public Company      
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial    
statements. An audit also includes assessing the accounting principles used and 
significant estimates made by the Board of Directors and Management of the      
General Partner, as well as evaluating the overall financial statement          
presentation. We believe that our audits provide a reasonable basis for our     
opinion.                                                                        

In our opinion, based on our audits, the financial statements referred to above 
present fairly, in all material respects, the financial position of             
Isramco-Negev 2 Limited Partnership as at December 31, 2005 and 2004, and the   
results of its operations, the changes in the Limited Partnership's capital and 
its cash flows for each of the years in the three-year period ended December 31,
2005, in conformity with generally accepted accounting principles (GAAP) in     
Israel. In addition, the aforementioned financial statements were prepared in   
accordance with the Securities Regulation (Preparation of Annual Financial      
Statements), 1993.                                                              

Accounting principles generally accepted in Israel differ in certain significant
respects from accounting principles generally accepted in the United States.    
Application of accounting principles generally accepted in the United States    
would have affected the financial position of the Limited Partnership as at     
December 31, 2005 and 2004 and the results of its operations, the changes in the
Limited Partnership's capital and its cash flows for the three-year period ended
December 31, 2005, to the extent summarized in Note 13 to the financial         
statements.                                                                     

SomekhEChaikin, a partnership registered under                                  
the Israeli Partnership Ordinance, is a                                         
member of KPMG International, a Swiss cooperative.                              

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As discussed in Note 3B, the financial statements as at dates and for periods   
ended after December 31, 2003 are stated in reported amounts, in accordance with
Accounting Standards published by the Israeli Accounting Standards Board. The   
financial statements as at dates and for periods ended up to and including      
December 31, 2003, are stated in values adjusted for the changes in the general 
purchasing power of the Israeli currency, in accordance with Opinions of the    
Institute of Certified Public Accountants in Israel.                            

Somekh Chaikin                                                                  
Certified Public Accountants (Isr.)                                             
Member Firm of KPMG International                                               

January 23, 2006, except for Note 13, as to which the date is March 22, 2006.   

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                                                                       "Isramco - Negev 2" Limited Partnership

BALANCE SHEETS AS AT DECEMBER 31                                                                              
--------------------------------------------------------------------------------------------------------------

REPORTED AMOUNTS*                                                                                             
                                                                                       2005              2004 
                                                                             ---------------   ---------------
                                                                     NOTE     NIS THOUSANDS     NIS THOUSANDS 
                                                           ---------------   ---------------   ---------------
                                                                                                              
CURRENT ASSETS                                                                                                

Cash and cash equivalents                                                             2,720            14,279 
Marketable securities                                                   4           583,569           539,042 
Joint ventures for oil and gas exploration                              5             1,328             1,307 
Sundry receivables                                                      6                 9                 9 
                                                                             ---------------   ---------------
                                                                                    587,626           554,637 
                                                                             ---------------   ---------------
INVESTMENTS                                                                                                   

Investment in oil and gas properties                                    7             7,609             7,609 
                                                                             ---------------   ---------------

                                                                                    595,235           562,246 

CURRENT LIABILITIES                                                                                           

Sundry payables                                                         8               501               458 
Joint ventures for oil and gas exploration                              5               183                99 
                                                                             ---------------   ---------------
                                                                                        684               557 
                                                                             ---------------   ---------------

CONTINGENT LIABILITIES AND COMMITMENTS                                  9                                     

LIMITED PARTNERSHIP'S CAPITAL                                          10           594,551           561,689 
                                                                             ---------------   ---------------

                                                                                    595,235           562,246 
                                                                             ===============   ===============

------------------------------------  -----------------------------------  -----------------------------------
      Pinkstone Ltd. - Director                 Yossi Levy - CEO                  Eli Fish - Controller       
      Isramco Oil and Gas Ltd. -            Isramco Oil and Gas Ltd. -           Isramco Oil and Gas Ltd. -   
           General Partner                       General Partner                     General Partner          
    Represented by Ya'akov Meimon                                                                             

March 22, 2006                                                                                                

*  Regarding discontinuance of the adjustment for inflation -see Note 3B.                                     

The notes are an integral part of the financial statements.                                                   

                                        4                                                                     

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                                                                                 "Isramco - Negev 2" Limited Partnership

STATEMENTS OF EARNINGS FOR THE YEAR ENDED DECEMBER 31                                                                   
------------------------------------------------------------------------------------------------------------------------

                                                                               2005              2004              2003 
                                                                    ----------------   ---------------   ---------------
                                                                                                        AMOUNTS ADJUSTED
                                                                                                           TO THE EFFECT
                                                                                                         OF INFLATION IN
                                                                           REPORTED           REPORTED   TERMS OF NIS OF
                                                                           AMOUNTS*           AMOUNTS*     DECEMBER 2003
                                                                    ----------------   ---------------   ---------------
                                                           NOTES      NIS THOUSANDS      NIS THOUSANDS     NIS THOUSANDS
                                                  ---------------   ----------------   ---------------   ---------------
                                                                                                                        
INCOME                                                                                                                  
Financing income, net                                        11A             71,388            58,623            89,694 
                                                                    ----------------   ---------------   ---------------

EXPENSES                                                                                                                
Participation in oil and gas exploration, net                11B             30,802               925            35,769 
General and administrative expenses                          11C              2,650             2,693             2,667 
                                                                    ----------------   ---------------   ---------------

                                                                             33,452             3,618            38,436 

NET INCOME                                                                   37,936            55,005            51,258 
                                                                    ================   ===============   ===============

INCOME PER PARTICIPATION UNIT:                                                                                          
                                                                                NIS               NIS               NIS 
                                                                    ================   ===============   ===============

Basic income per participation unit                          11D             0.0089            0.0129            0.0120 
                                                                    ================   ===============   ===============

*   Regarding discontinuance of the adjustment for inflation - see Note 3B.                                             

The notes are an integral part of the financial statements.                                                             

                                        5                                                                               

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                                                                        "Isramco - Negev 2" Limited Partnership

STATEMENTS OF CHANGES IN LIMITED PARTNERSHIP'S CAPITAL                                                         
---------------------------------------------------------------------------------------------------------------

                                                             PARTNERSHIP'S       ACCUMULATED                   
                                                                   CAPITAL              LOSS             TOTAL 
                                                           ----------------   ---------------   ---------------
                                                                AMOUNTS ADJUSTED TO THE EFFECT OF INFLATION    
                                                                       IN TERMS OF DECEMBER 2003               
                                                           ----------------------------------------------------
                                                             NIS THOUSANDS     NIS THOUSANDS     NIS THOUSANDS 
                                                           ----------------   ---------------   ---------------
                                                                                                               
BALANCE AS AT JANUARY 1, 2003                                      856,391          (397,346)          459,045 

Net income for the year                                                  -            51,258            51,258 
                                                           ----------------   ---------------   ---------------

BALANCE AS AT DECEMBER 31, 2003                                    856,391          (346,088)          510,303 



                                                             PARTNERSHIP'S       ACCUMULATED                   
                                                                   CAPITAL              LOSS             TOTAL 
                                                           ----------------   ---------------   ---------------
                                                                             REPORTED AMOUNTS*                 
                                                           ----------------------------------------------------
                                                             NIS THOUSANDS     NIS THOUSANDS     NIS THOUSANDS 
                                                           ----------------   ---------------   ---------------
                                                                                                               
BALANCE AS AT JANUARY 1, 2004                                      856,391          (346,088)          510,303 

Net income for the year                                                  -            55,005            55,005 

Tax deposits paid on behalf of holders of                                                                      
 the participation certificates**                                        -            (3,619)           (3,619)
                                                           ----------------   ---------------   ---------------

BALANCE AS AT DECEMBER 31, 2004                                    856,391          (294,702)          561,689 
                                                           ================   ===============   ===============



                                                             PARTNERSHIP'S       ACCUMULATED                   
                                                                   CAPITAL              LOSS             TOTAL 
                                                           ----------------   ---------------   ---------------
                                                                             REPORTED AMOUNTS*                 
                                                           ----------------------------------------------------
                                                             NIS THOUSANDS     NIS THOUSANDS     NIS THOUSANDS 
                                                           ----------------   ---------------   ---------------
                                                                                                               
BALANCE AS AT JANUARY 1, 2005                                      856,391          (294,702)          561,689 

Net income for the year                                                  -            37,936            37,936 

Tax deposits paid on behalf of holders of                                                                      
 the participation certificates**                                        -            (5,074)           (5,074)
                                                           ----------------   ---------------   ---------------

BALANCE AS AT DECEMBER 31, 2005                                    856,391          (261,840)          594,551 
                                                           ================   ===============   ===============

*       Regarding discontinuance of the adjustment for inflation - see Note 3B. 
**      Regarding the tax deposits paid on behalf of holders of the             
participation certificates - see Note 10E.                      

The notes are an integral part of the financial statements.                     

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                                                                                        "Isramco - Negev 2" Limited Partnership

STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31                                                                        
-------------------------------------------------------------------------------------------------------------------------------

                                                                                2005                 2004                 2003 
                                                                  -------------------   ------------------   ------------------
                                                                                                              AMOUNTS ADJUSTED 
                                                                                                              TO THE EFFECT OF 
                                                                                                                  INFLATION IN 
                                                                            REPORTED             REPORTED      TERMS OF NIS OF 
                                                                            AMOUNTS*             AMOUNTS*        DECEMBER 2003 
                                                                  -------------------   ------------------   ------------------
                                                                       NIS THOUSANDS        NIS THOUSANDS        NIS THOUSANDS 
                                                                  -------------------   ------------------   ------------------
                                                                                                                               
CASH FLOWS GENERATED BY OPERATING ACTIVITIES                                                                                   
Net income                                                                    37,936               55,005               51,258 
Adjustment to reconcile net income to net                                                                                      
 cash flows generated by operating activities (A)                            (20,003)             (32,666)             (35,324)
                                                                  -------------------   ------------------   ------------------

NET CASH INFLOW GENERATED BY OPERATING ACTIVITIES                             17,933               22,339               15,934 
                                                                  -------------------   ------------------   ------------------

CASH FLOWS GENERATED BY INVESTING ACTIVITIES:                                                                                  
Investment in oil and gas properties                                         (30,370)                   -              (24,668)
Investment in marketable securities                                         (487,366)            (204,464)            (187,069)
Proceeds from sale of marketable securities                                  493,318              174,086              188,889 
                                                                  -------------------   ------------------   ------------------

NET CASH OUTFLOW GENERATED BY INVESTING ACTIVITIES                           (24,418)             (30,378)             (22,848)
                                                                  -------------------   ------------------   ------------------

CASH FLOWS GENERATED BY FINANCING ACTIVITIES                                                                                   
Tax deposits paid on behalf of holders of the                                                                                  
 participation certificates                                                   (5,074)              (3,619)                   - 
                                                                  -------------------   ------------------   ------------------

NET CASH OUTFLOW GENERATED BY FINANCING ACTIVITIES                            (5,074)              (3,619)                   - 
                                                                  -------------------   ------------------   ------------------

DECREASE IN CASH AND CASH EQUIVALENTS                                        (11,559)             (11,658)              (6,914)

BALANCE OF CASH AND CASH EQUIVALENTS AT BEGINNING OF                                                                           
 THE YEAR                                                                     14,279               25,937               32,851 
                                                                  -------------------   ------------------   ------------------

BALANCE OF CASH AND CASH EQUIVALENTS AT END OF                                                                                 
 THE YEAR                                                                      2,720               14,279               25,937 
                                                                  ===================   ==================   ==================

*       Regarding discontinuance of the adjustment for inflation - see Note 3B. 

The notes are an integral part of the financial statements.                     

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                                                                                        "Isramco - Negev 2" Limited Partnership 

STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31 (CONT'D)                                                                
------------------------------------------------------------------------------------------------------------------------------- 

                                                                                2005                 2004                 2003  
                                                                  -------------------   ------------------   ------------------ 
                                                                                                              AMOUNTS ADJUSTED  
                                                                                                              TO THE EFFECT OF  
                                                                                                                  INFLATION IN  
                                                                            REPORTED             REPORTED      TERMS OF NIS OF  
                                                                            AMOUNTS*             AMOUNTS*        DECEMBER 2003  
                                                                  -------------------   ------------------   ------------------ 
                                                                       NIS THOUSANDS        NIS THOUSANDS        NIS THOUSANDS  
                                                                  -------------------   ------------------   ------------------ 
                                                                                                                                
A.  ADJUSTMENTS TO RECONCILE NET INCOME TO NET                                                                                  
    CASH FLOWS GENERATED BY OPERATING ACTIVITIES                                                                                

Income and Expenses Not Involving Cash Flows:                                                                                   
--------------------------------------------                                                                                    

Gain from marketable securities, net                                         (50,479)             (36,006)              (67,183)
Amortization of investment in oil and gas properties                          30,370                    -                35,617 

Changes in Asset and Liability Items:                                                                                           
------------------------------------                                                                                            

Decrease (increase) in sundry receivables                                          -                  309                 (105) 
Increase (decrease) in sundry payables                                            43                   46                  (31) 
Change in joint ventures for oil and gas exploration, net                         63                2,985               (3,622) 
                                                                  -------------------   ------------------   ------------------ 

                                                                             (20,003)             (32,666)             (35,324) 
                                                                  ===================   ==================   ================== 

*   Regarding discontinuance of the adjustment for inflation - see Note 3B.                                                     

The notes are an integral part of the financial statements.                                                                     

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                                         "Isramco - Negev 2" Limited Partnership

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2005          
--------------------------------------------------------------------------------

NOTE 1 - GENERAL                                                                

  A.      Isramco - Negev 2, Limited Partnership (hereinafter - "the
          Limited Partnership" or "the Partnership") was established
               according to a limited partnership agreement that was signed on
                March 2 and 3, 1989 (and amended from time to time), between the
              general partner - Isramco Oil and Gas Ltd. (hereinafter - "the
              General Partner") and the limited partner - Isramco Management
        (1988) Ltd. (hereinafter - "the Limited Partner" or "the
             Trustee"). The Limited Partnership was registered on March 3,
           1989, under the Partnerships Ordinance (New Version), 1975.
             According to Section 61(a) of the Partnerships Ordinance, the
         limited partnership agreement constitutes the Articles of
Association of the Limited Partnership.         

        B.      Under the Limited Partnership agreement, as amended from time to
               time, the General Partner and the Limited Partner will bear the
          expenses and losses of the Limited Partnership and will be
               entitled to income in accordance with their proportionate share
         of the capital they invested in the Limited Partnership's
capital.                                        

       C.      The day-to-day management of the Limited Partnership is carried
        out by the General Partner, under the supervision of the
                Supervisor, Yigal Brightman & Co., Certified Public Accountants,
                and Mr. David Valiano, CPA (Isr.). Under the Limited Partnership
         agreement, the Supervisor was granted certain supervisory
powers.                                         

 D.      The Limited Partner - Isramco Management (1988) Ltd., has
          various rights in the Limited Partnership. Under the trust
               agreement, the Limited Partner acts as trustee on behalf of the
owners of the participation units.              

E.      The Limited Partnership was approved by the Income Tax  
              Commissioner for purposes of the Income Tax Regulations (Rules
               for Calculating Tax for Holding and Sale of Participation Units
               in an Oil Exploration Partnership), 1988. In December 2005, the
              effectiveness of these Regulations was extended up to December
31, 2006.                                       

       F.      On June 7, 2000, the Petroleum Commissioner, in accordance with
                his authority under the Petroleum Law, announced the closure for
              purposes of oil exploration and production of all the offshore
         areas up to the point where the depth of water above them
              permits utilization of the natural resources and which are not
           subject to a petroleum right or a preliminary permit with a
valid priority right.                           

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NOTE 2 - THE OBJECTIVE OF THE LIMITED PARTNERSHIP                               

     A.      The objective of the Limited Partnership is to participate in
            oil and gas exploration and production. For this purpose the
             Limited Partnership signed operating agreements (J.O.A.) with
its partners in joint ventures.                 

        B.      As at the approval date of the financial statements, the Limited
        Partnership's rights in oil and/or gas properties are as
follows:                                        

                                                        [Enlarge/Download Table]

                                                                                 DATE OF 
                                                      PRINCIPAL RATE       EXPIRATION OF 
                                                                   %              RIGHTS 
                                                   ------------------  ------------------
                                                                                         
"Med Yavne" lease                                            32.4111       June 10, 2030 
"Med Ashdod" lease                                           19.1370       June 15, 2030 
Michal license                                               30.3950    December 2, 2006 
Matan license                                                30.3950    December 2, 2006 
Shikma Carveout (depth of 1,500 meters and under)            10.0000       April 1, 2009 

     For additional details in connection with the Partnership's rights in
oil and/or gas properties - see Note 5, below.                  

NOTE 3 - REPORTING PRINCIPLES AND ACCOUNTING POLICIES                           

A.      GENERAL                                                 

       The items in the financial reports are presented in accordance with the
        principles provided in the Securities Regulations (Preparation of Annual
     Financial Statements), 1993, except for items presented in the format
dictated by the nature of the Limited Partnership's business.   

B.      DEFINITIONS                                             

        1.      RELATED PARTY - as defined in Opinion No. 29 of the Institute of
         Certified Public Accountants in Israel (hereinafter - the
ICPAI).                                         

      2.      INTERESTED PARTY - as defined in Paragraph 1 of the definition
         of an "interested party" in a company in Section 1 of the
Securities Law.                                 

      3.      CPI - the Consumer Price Index published by the Central Bureau
of Statistics.                                  

4.      DOLLAR - the U.S. dollar.                               

   5.      ADJUSTED AMOUNT - the nominal historical amount adjusted in
               accordance with the provisions of Opinions 23, 34, 36 and 37 of
        the Institute of Certified Public Accountants in Israel.

       6.      REPORTED AMOUNT - the adjusted amount as at the transition date
            (December 31, 2004), with the addition of amounts in nominal
         values that were added after the transition date and less
amounts eliminated after the transition date.   

     7.      ADJUSTED FINANCIAL REPORT - the financial report based on the
                provisions of Opinions 23, 34, 36, 37 and 50 of the Institute of
Certified Public Accountants in Israel.         

8.      NOMINAL FINANCIAL REPORT - the financial report based on
reported amounts.                               

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NOTE 3 - REPORTING PRINCIPLES AND ACCOUNTING POLICIES (CONT'D)                  

C.      FINANCIAL STATEMENTS IN REPORTED AMOUNTS                

(1)     In October 2001, the Israeli Accounting Standards Board 
        published Accounting Standard No. 12, "Discontinuance of
              Adjustment of Financial Statements". Pursuant to this Standard
          and in accordance with Accounting Standard No. 17 that was
       published in December 2003, the adjustment of financial
            statements will be discontinued as of January 1, 2004. Up to
                December 31, 2004, the Partnership continued to prepare adjusted
             financial statements in accordance with Opinion No. 36 of the
        Institute of Certified Public Accountants in Israel. The
           adjusted amounts included in the financial statements as at
               December 31, 2004 constitute the starting point for the Nominal
           Financial Report as of January 1, 2004. The Partnership has
              implemented the provisions of the Standard and has accordingly
  discontinued the adjustment as of January 1, 2004.

      (2)     In the past, the Partnership prepared its financial statements
               on the basis of historical cost adjusted for the changes in the
               Consumer Price Index. The Adjusted Amounts, as stated, included
               in the financial statements as at December 31, 2004 constituted
         the starting point for the Nominal Financial Report as of
              January 1, 2004. Additions made during the period are included
according to their nominal values.              

     (3)     Amounts of the non-monetary assets do not necessarily reflect
             their realizable value or updated economic value but, rather,
only the Reported Amounts of such assets.       

        (4)     The term "cost" in these financial statements means the Reported
Amount of cost.                                 

        (5)     All the comparative data for prior periods is stated adjusted to
the index of December 2004.                     

D.      REPORTING PRINCIPLES                                    

(1)     Balance sheet:                                          

      a.      Non-monetary items (investments in oil and gas
                 properties and partnership capital) are stated at
Reported Amounts.               

               b.      Monetary items are stated in the balance sheet at their
                       nominal historical values as at the balance sheet date.

(2)     Statement of earnings:                                  

               a.      Income and expenses deriving from non-monetary items or
                 from provisions included in the balance sheet are
                        calculated as the difference between the Reported Amount
                     of the opening balance and the Reported Amount of the
closing balance.                

             b.      All other items included in the statement of earnings
  are stated at their nominal value.

E.      CASH EQUIVALENTS                                        

      Cash equivalents include bank deposits having an original maturity, as
     at the date of the investment therein, not in excess of three months.

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NOTE 3 - REPORTING PRINCIPLES AND ACCOUNTING POLICIES (CONT'D)                  

F.      MARKETABLE SECURITIES                                   

        Marketable securities are stated at their market value as at the balance
       sheet date. Changes in the value of such securities are recorded in the
statement of earnings as incurred.                              

G.      INVESTMENTS IN OIL AND GAS EXPLORATION                  

 The Limited Partnership uses the "successful efforts" method with
   respect to the accounting treatment of the recording of oil and gas
exploration expenses, as follows:                               

      (1)     The Limited Partnership's expenses in executing geological and
         seismic tests and surveys are expensed immediately in the
statement of earnings as incurred.              

   (2)     Investments in oil and gas wells, which are in the drilling
              stages, and regarding which it has not yet been proven whether
        they will produce oil or gas, or which have not yet been
                determined to be non-commercial, are stated in the balance sheet
at cost.                                        

        (3)     Investments in oil and gas wells which were proven to be dry and
               were abandoned, or were determined to be non-commercial, or for
             which no development plans were prepared for the near future,
     are written off in full to the statement of earnings.

H.      DECLINE IN VALUE OF ASSETS                              

        The Limited Partnership applies Accounting Standard No. 15 - "Decline in
 the Value of Assets" (hereinafter - "the Standard"). The Standard
      provides procedures which an entity must apply in order to assure that
 its assets in the balance sheet (in respect of which the Standard
      applies) are not presented at an amount greater than their recoverable
       value, which is the higher of the net selling price and the realization
       value (the present value of the estimated future cash flows expected to
derive from the use of the asset and its realization).          

       The Standard applies to all assets in the balance sheet, except for tax
  assets and financial assets (except for financial assets which are
 investments in investee companies which are not subsidiaries). In
 addition, the Standard provides presentation and disclosure rules
       regarding assets whose value has decreased. Where the value of an asset
       in the balance sheet is greater than its recoverable value, the Limited
      Partnership recognizes a loss from decline in value in an amount equal
to the difference between the book value of the asset and its   
     recoverable value. The loss recognized, as stated, will be eliminated
        only if there have been changes in the estimates used in determining the
   asset's recoverable value from the date on which the last loss from
decline in value was recognized.                                

I.      INCOME PER PARTICIPATION UNIT                           

 The income per participation unit was computed in accordance with
        Opinion No. 55 of the ICPAI, on the basis of the weighted-average number
of the outstanding participation units.                         

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NOTE 3 - REPORTING PRINCIPLES AND ACCOUNTING POLICIES (CONT'D)                  

J.      USE OF ESTIMATES                                        

    The preparation of financial statements in conformity with generally
        accepted accounting principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities
     and disclosure of contingent assets and liabilities as at the date of
 the financial statements and the reported amounts of revenues and
    expenses during the reporting period. Actual results may differ from
such estimates.                                                 

      K.      DISCLOSURE OF EFFECT OF NEW ACCOUNTING STANDARDS IN THE PERIOD
PRIOR TO THEIR IMPLEMENTATION                   

In August 2005 the Israel Accounting Standards Board published  
  Accounting Standard No. 22, "Financial Instruments: Disclosure and
   Presentation" (hereinafter - "the Standard"). The Standard provides
      rules for presenting financial instruments in the financial statements
  and specifies the proper disclosure required with respect thereto.
       Furthermore, the Standard provides the method for classifying financial
     instruments as financial liabilities and as shareholders' equity, for
     classifying the interest, dividends, losses and gains related to them
   and the circumstances for offsetting financial assets and financial
    liabilities. The new Standard will apply to financial statements for
periods beginning on January 1, 2006 or thereafter. The Standard
provides that it is to be adopted on a prospective basis. The   
  comparative data presented in the financial statements for periods
beginning on the date the Standard comes into effect will not be
        restated. First-time application of the Standard is not expected to have
an effect on the Limited Partnership's financial statements.    

L.      RATES OF EXCHANGE AND LINKAGE BASIS                     

       Assets and liabilities denominated in or linked to foreign currency are
    stated in the balance sheet according to the representative exchange
rates published by Bank of Israel as at balance sheet date.     

      Assets and liabilities linked to the CPI are stated in accordance with
the specific linkage terms relating to each asset or liability. 

   Below are the figures for the Consumer Price Index and the rates of
exchange:                                                       

                                                        [Enlarge/Download Table]

                                    DECEMBER 31                                     % CHANGE 
                    ----------------------------  -------------------------------------------
                            2005           2004           2005           2004           2003 
                    -------------  -------------  -------------  -------------  -------------
                                                                                             
Index - in points          103.0          100.6           2.39           1.20          (1.89)
Exchange rate of                                                                             
 the dollar in NIS         4.603          4.308           6.85          (1.62)         (7.56)

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NOTE 4 - MARKETABLE SECURITIES                                                  

                                                        [Enlarge/Download Table]

                                                            DECEMBER 31       DECEMBER 31 
                                                                   2005              2004 
                                                        ----------------  ----------------
                                                          NIS THOUSANDS     NIS THOUSANDS 
                                                        ----------------  ----------------
                                                                                          
Shares and options (1)                                           82,396           103,924 
Government debentures (2)                                        33,094           133,156 
Convertible debentures                                           86,370           107,396 
Corporate debentures (3)                                        364,940           170,432 
Participation certificates in mutual funds                       10,871            19,566 
Participation units (1)                                           5,898             4,568 
                                                        ----------------  ----------------
                                                                583,569           539,042 
                                                        ================  ================

(1) INCLUDING MARKETABLE SECURITIES OF RELATED PARTIES            8,638             6,531 
                                                        ================  ================

   As at December 31, 2005, the Limited Partnership holds 4.43% of the
     total participation units in the I.N.O.C Dead Sea Limited Partnership
   (rate of holdings as at December 31, 2004 - same), where the market
       value as at the balance sheet date equals NIS 1,784 thousand and 13.52%
of the total participation units in Naphtha Exploration (rate of
      holdings as at December 31, 2004 - same), where the market value as at
  the balance sheet date equals NIS 4,114 thousand. In addition, the
     Limited Partnership holds 0.9% of the issued share capital of J.O.E.L
        Jerusalem Oil Exploration Ltd. (rate of holdings as at December 31, 2004
       - same), where the market value as at the balance sheet date equals NIS
2,740 thousand.                                                 

      The income from investment in the marketable securities of the related
     parties in the year 2005 amounts to NIS 2,107 thousand (2004 - income
NIS 2,524 thousand).                                            

                                                                [Download Table]

                                               DECEMBER 31       DECEMBER 31 
                                                      2005              2004 
                                           ----------------  ----------------
                                             NIS THOUSANDS     NIS THOUSANDS 
                                           ----------------  ----------------
                                                                             
(2) GOVERNMENT DEBENTURES - LINKAGE BASES                                    
   Unlinked                                         33,094           133,156 
                                           ================  ================

(3) CORPORATE DEBENTURES - LINKAGE BASES                                     
   CPI linked                                      292,475           107,573 
   Linked to dollar                                 62,574            48,611 
   Unlinked                                          9,891            14,248 
                                           ----------------  ----------------

                                                   364,940           170,432 
                                           ================  ================

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NOTE 5 - JOINT VENTURE FOR OIL AND GAS EXPLORATION                              

COMPOSITION                                                     

                                                                [Download Table]

                                      DECEMBER 31       DECEMBER 31 
                                             2005              2004 
                                  ----------------  ----------------
                                    NIS THOUSANDS     NIS THOUSANDS 
                                  ----------------  ----------------
                                                                    
DEBIT BALANCES                                                      
"Med Yavne" Joint Venture                   1,120             1,120 
"Nir 2" Joint Venture                         208               187 
                                  ----------------  ----------------

                                            1,328             1,307 
                                  ================  ================
CREDIT BALANCES                                                     
"Med Ashdod" Lease Joint Venture               63                57 
"Nordon 1" Joint Venture                       42                42 
"Gad 1" Joint Venture                          78                 - 
                                  ----------------  ----------------

                                              183                99 
                                  ================  ================

ADDITIONAL INFORMATION:                                         

GENERAL                                                         

 The balances shown in the balance sheet and relating to the joint
      ventures constitute the amount of the actual investment of the Limited
      Partnership in each joint venture less its share in the losses of that
       venture (or its share in the venture's losses less the amounts invested
therein).                                                       

A.      "MED YAVNE" LEASE                                       

1.      GENERAL                                                 

            In June 2000, the Petroleum Commissioner (hereinafter - "the
           Commissioner") granted the partners to the Offshore License
             239/"Med Yavne" (hereinafter - "Med Yavne License"), in which
               the Limited Partnership had oil rights, a lease for a period of
          30 years for an area of 250 sq. km. out of the area of the
          aforesaid license, following the results of the "Or 1" and
nearby drillings executed in the license area.  

                The conditions provide, among other things, that the leaseholder
            shall act diligently to develop the lease and to produce gas
           from the lease, and at the end of 5 years from the date the
         lease was granted the leaseholder shall submit a plan for
continued activity in the lease area.           

       The lease is limited in the entire area thereof, to the
               subterranean space as far as the roof of messenian ophorites or
           to the base of the Pliocene in absence of the ophorites. In
            2001, the Commissioner approved the return of an area of 105
               square kilometers of the northern area of the lease in which no
               drilling prospects were located. In 2002, an additional area of
             92 square kilometers out of the northern portion of the lease
             was returned in light of the operator's recommendation not to
               carry out any drilling in accordance with the conditions of the
                lease since, based on the existing data, the prospects currently
               indicated are at a level of high risk. The remaining lease area
          after return of the said portions is 53 square kilometers.

 Regarding the lease period - see Note 9G., below.

                Regarding the Partnership's liability for payment of royalties -
see Note 9A., below.                            

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NOTE 5 - JOINT VENTURE FOR OIL AND GAS EXPLORATION (CONT'D)                     

A.      "MED YAVNE" LEASE (CONT'D)                              

2.      THE "OR 1" WELL IN THE"MED YAVNE" LICENSE               

           In October 1999, the "Or 1 " well was conducted in the "Med
               Yavne" License. The results of the production test performed at
          the well indicated that the rate of production in the area
               examined was 21 million cubic feet per day. Nonetheless, in the
                operator's estimation, the well is capable of producing gas at a
               higher rate, once the well is completed for regular production,
                with appropriate equipment and by opening up additional areas in
the target layer.                               

        The Partnership's participation percentage in the "Or 1"
           drilling is 32.4111%. The cost of the well amounted to $5.2
                million. The Partnership's share in the drilling costs, recorded
                in the category "investments in oil and gas assets", amounted to
NIS 7.6 million.                                

3.      THE GAS RESERVES AT THE "MED-YAVNE" LEASE               

               According to the operator's estimations, which are based on the
  results of the "Or 1" well and nearby wells, and a
             three-dimensional seismic survey performed in the area of the
          lease, and which also covered parts of nearby gas reserves
                (outside the area of the lease), the recoverable gas reserves in
           the Med Yavne Lease amount to 93 billion cubic feet, out of
               which 51 billion cubic feet in the "Or 1" reserve, and based on
                the seismic information in the possession of the partners in the
                lease, the balance of the reserves (about 42 billion cubic feet)
               are in the "Noa" and "Noa 1" gas fields (which are owned by the
               "Yam Tatis" Joint Venture) that reach into the area of the "Med
           Yavne" lease (hereinafter - "the Balance of the Reserves").

            In November 2002, the Partnership received an opinion from a
                consulting firm in the United States, the object of which was to
                perform a techno-economic examination for the development of the
                "Or 1" reserve (wherein the reserves are estimated at 51 billion
           cubic feet). The said opinion indicates that, under certain
                assumptions, development of the reserve, by connecting it to the
               nearby production platform in the adjacent "Meri" gas field (at
                a distance of 12 km) and from there via a transportation pipe to
Ashdod, is economically feasible.               

                At a meeting of the partners held in January 2005, it was agreed
           that the operator of the lease will request from Noble, the
        operator of the "Yam Tatis" joint venture (hereinafter -
                "Noble"), the holder of the rights in the "Noa", "Noa South" and
         "Meri" gas fields, to receive an estimate of the expenses
            required in order to connect the "Or 1" gas field to the gas
               pipeline Noble plans to install between the "Noa" gas field and
               the production platforms in the "Meri" gas field. This pipeline
        is supposed to run close to the "Or 1" gas field and the
                possibility is being examined of connecting to the aforesaid gas
           pipeline in order to pipe the gas produced therefrom to the
               production platforms in the "Meri" gas field, and from there to
           Ashdod. In addition, the operator of the lease will request
           Noble's estimate of the charges for handling the gas on the
                production platforms and piping from there to Ashdod, as stated.

              In April 2005, the operator of the lease notified the partners
            that Noble is ready to discuss a corporation with respect to
               development of the "Or 1" gas field together with the "Noa" gas
                field, the development of which is planned for 2009-2010. It was
               decided that the discussions with Noble will continue regarding
             the charges for piping and handling the gas produced from the
"Or 1" gas field.                               

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NOTE 5 - JOINT VENTURE FOR OIL AND GAS EXPLORATION (CONT'D)                     

A.      "MED YAVNE" LEASE (CONT'D)                              

3.      THE GAS RESERVES AT THE "MED-YAVNE" LEASE (cont'd)      

              In the estimation of the General Partner, based on the opinion
              received, as stated, and based on the price of the gas and the
                development costs, the fair value of the "Or 1" gas field is not
less than its value as recorded in the books.   

             At a meeting of the partners in January 2005, the possibility
               was also discussed of utilizing the balance of the gas reserves
       in the lease (approximately 42 billion cubit feet), the
            utilization of which will be possible only by means of their
             joint production with the gas reserves in the "Noa", and "Noa
            South" gas fields along with joint cooperation with the "Yam
             Tatis" group, while determining a mechanism for allocation of
       the investments in and income from the joint production
              (unification of the reserves). It was agreed that the operator
               will contact Noble with respect to the matter of unification of
the reserves, as stated.                        

              In April 2005, the operator of the lease notified the partners
that Noble object to joining the reserves.      

             On December 13, 2005, the operator presented the partners the
           findings of an additional evaluation performed, pursuant to
               which development of the "Noa", and "Noa South" gas fields will
               utilize only a small, immaterial part of the Balance of the gas
         fields. In light of the results of the test, the partners
                decided not to continue the efforts toward enforcing unification
of the reserves, as stated.                     

                In light of that stated above, there is only a small probability
                that it will be possible to utilize the Balance of the Reserves.

             In June 2005, the operator requested a change in the terms of
             the lease from the Petroleum Commissioner (hereinafter - "the
             Commissioner") such that the work plan for development of the
       lease will be submitted to the Commissioner at the time
              development of the "Noa" gas field is begun (instead of at the
                end of 5 years from the date the lease was granted, that is June
         2005). The commissioner agreed to the operator's request.

B.      THE "MED ASHDOD" LEASE                                  

1.      GENERAL                                                 

             In January 2002, the Commissioner granted the partners in the
              Offshore License 242/"Med Ashdod", a lease (hereinafter - "the
           Lease") in an area of 250 square kilometers out of the "Med
           Ashdod" License area for a period of 30 years (as from June
            2000), this being based on the findings of the "Nir 1" well,
               which was executed in the license area. The Partnership's share
in the Lease is 19.1370%.                       

 Regarding the lease period - see Note 9G., below.

               Regarding obligations of the Partnership to pay royalties - see
Note 9A., below.                                

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NOTE 5 - JOINT VENTURE FOR OIL AND GAS EXPLORATION (CONT'D)                     

B.      THE "MED ASHDOD" LEASE (CONT'D)                         

1.      GENERAL (cont'd)                                        

              The work plan in the Lease, as determined by the Commissioner,
for the first three years, is as follows:       

           A.      Drilling for Tertiary age prospects or Mesozoic age
                     prospects within two years from the grant date of the
                       Lease (in 2003, "Nir 2" well for Tertiary age prospects
was executed).                  

                B.      If drilling takes place, for the purpose of the Tertiary
                   age only, within two years of the grant date of the
                        lease, then an extension of one more year shall be given
                        for drilling for the purposes of the Jurassic age. If no
                    further discovery is made beneath the Pliocene base,
                        then the Lease shall be restricted to the Pliocene base.
              In December 2005, an extension was granted for
                       presentation of a drilling agreement for the purpose of
                     the Jurassic age up to May 1, 2006 and execution of a
                      drilling within 12 months from the signing date of the
drilling agreement.             

         In February 2004, Isramco Inc., the operator of the lease
               (hereinafter - "the Operator") presented to the Partners, among
           other things, the "Yam 3" prospect - well for oil prospects
               (hereinafter - "the Drilling") in the Jurassic layer at a depth
             of 5,900 meters, and with an estimated budget of $40 million.

         Absent a unanimous decision of all the partners regarding
          execution of the drilling, on July 25, 2004, a "sole risk"
             notification was issued (hereinafter - "the Notification") in
               the name of the Partnership to the other partners in the Lease,
                the meaning of which is that every partner in the Lease is given
                a period of 30 days from the date the Notification was received,
         to notify the Operator if it wishes to participate in the
              Drilling and at what rate of rights. Up to the last date fixed
               for responding to the Notification, partners holding 42% of the
               rights (including the Partnership) gave notice of their wish to
            join the Drilling. Pursuant to the joint operating agreement
                applying to the Lease, execution of the Drilling must begin with
     180 days of the last date fixed for responding to the
              Notification. Since the Drilling was not commenced by February
   25, 2005, the validity of the Notification expired.

                Execution of the Drilling is subject to approval of the Ministry
           of Defense and signing of an agreement with an owner of the
drilling equipment (Semi or Jack Up).           

           At the meetings held in 2004 and 2005, the Operator and the
             Ministry of Defense discussed the conditions for execution of
              the Drilling. In August 2005, upon submission of the summation
             with the Ministry of Defense, the Operator contacted drilling
              companies for purposes of receiving its proposal for execution
        of the Drilling (timetable and price). If and subject to
              acceptance of the proposals and an agreement in-principle with
                the drilling contractor (who will comply with the limitations of
             the Ministry of Defense), the Operator will update the budget
              for the Drilling and will bring its execution for the approval
           of the partners in the lease as well as the approval of the
Ministry of Defense.                            

              At this stage, and as long as proposals have not been received
            from drilling companies and approvals have not been received
              from the Ministry of Defense and the partners in the lease, as
               stated, it is not possible to estimate if and when the Drilling
of "Yam 3" well will be executed.               

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NOTE 5 - JOINT VENTURE FOR OIL AND GAS EXPLORATION (CONT'D)                     

B.      THE "MED ASHDOD" LEASE                                  

2.      "GAD 1" WELL                                            

                In February 2005 the operator recommended to the partners in the
               Lease to execute a drilling for gas purposes - the "Gad 1" Well
          (hereinafter - "the Well"). In the absence of an unanimous
             decision of all the partners with respect to execution of the
             Well, On February 28. 2005, the operator issued a "Sole Risk"
        notification in the name of the Partnership to the other
    partners in the Well. The meaning of the "Sole Risk"
          notification is that every partner in the Lease is given a
             period of 30 days from the date of receipt of the "Sole Risk"
      notification to notify the operator of his interest in
                participating in the Well, at the full rate of this rights of in
      part thereof or not to participate in the Well at all.

               In response to the "Sole Risk" notification, in addition to the
              Partnership, other partners holding approximately 14.9% of the
    rights in the Lease gave notice of their interest in
           participating in the Well. Accordingly, the rights of those
            partners not responding to the "Sole Risk" notification were
transferred to the Partnership.                 

               Pursuant to the decision made on August 25, 2005 by the General
        Meeting of the holders of the Participation Units in the
Partnership:                                    

           1.      On August 29, 2005, the Partnership entered into an
                       agreement with the U.S. company, Palace Petroleum Crop.
               (hereinafter - "Palace"),.pursuant to which the
                        Partnership will transfer to Palace participation rights
                     in the Well at the rate of 30% in exchange for Palace
                     investing in the Well 34.2% of the drilling costs and
                       30% of the productions tests (if any). In addition, the
                  Partnership will grant Palace on option to acquire
                participation rights at the rate of 30% of every
                     additional drilling, if executed in the future in the
                      Med Ashdod Lease site, this being only in a case where
                        the Partnership receives additional participation rights
                     (in addition to the present rate of its rights in the
                        Lease) as part of the "Sole Risk" process, and at a rate
                       that will not be less than the rights to be transferred
                to Palace as part of the option as stated above.

       2.      On August 28, 2005, the Partnership transferred
                     participation rights in the Well at the rate of 1% to
                        Petroleum Fields Exploration (1992) Limited Partnership,
                    in exchange for it bearing its relative share of the
drilling costs.                 

         3.      On September 13, 2005 and September 26, 2005, the
                        Partnership transferred participation rights in the Well
                at the rate of 4% and 5%, respectively, to Delek
                        Drilling Limited Partnership, in exchange for it bearing
         its relative share of the drilling costs.

               After transfer of the rights as stated, the Partnership remains
with 45.103% of the rights in the Well.         

             On September 25, 2005, execution of the Well was commenced by
              the offshore drilling rig, Atwood Southern Cross. The Well was
           planned for a depth of approximately 2,600 meters and has a
       budget (after updates) of $ 16.4 million (not including
         production tests). When the Well reached its final depth,
          electrical examinations were made which indicated that the
              target layers are saturated with water. Therefore, on November
            16, 2005, the Partners have decided to abandon the Well. The
Well costs amounted to roughly $ 16.4 million.  

           The Partnership share in the drilling costs amounted to NIS
       30,370 thousand, which was recorded on the statement of
operations in the fourth quarter of 2005.       

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NOTE 5 - JOINT VENTURE FOR OIL AND GAS EXPLORATION (CONT'D)                     

B.      THE "MED ASHDOD" LEASE                                  

3.      "NIR 1" AND "NIR 2" WELLS                               

             A.      In 2000, "Nir 1" well was executed in the "Yam Ashdod
           Carveout" for gas purposes. The rate of the
                  Partnership's participation in the "Nir 1" well is
                19.1370%. The cost of the well amounted to $13.3
                       million. The Partnership's share in the drilling costs,
                       which were recorded in the category "investments in oil
              and gas assets", amounted to NIS 10.9 million.

                 In 2002, Isramco Inc., the Operator of the Lease,
                      obtained from three different overseas firms, opinions
                      designed to provide an assessment of the potential gas
                   that can be produced in the "Nir" reservoir and the
                      economic feasibility of its production. These opinions
                       offer different assessments of the existence of the gas
                  producing potential in the reservoir. The opinions
                        indicate that in order to verify whether an economic gas
                       reserve exists, at least one confirmation drilling must
be made.                        

                        At a meeting of the partners held on April 30, 2003, the
             Operator recommended execution of the "Nir 2"
confirmation well.              

       B.      Due to a "Sole Risk" notification issued by the
                      Partnership in April 2003 for execution of the "Nir 2"
                      confirmation drilling and transfer of a portion of the
                      rights to third parties, the Partnership remained with
rights at the rate of 56.18%.   

                       On September 1, 2003, execution of the "Nir 2" well was
                       begun. On November 19, 2003, the Operator presented the
               partners with an analysis of the results of the
                   production test executed at the "Nir 2" well, which
                 indicated that it is not economically feasible to
                        produce gas from the "Nir 2" well. The total cost of the
                        "Nir 2" well amounted to NIS 44 million. On February 15,
                      2004, the Operator notified the partners that based on
                     the data analyzed, production of gas from the "Nir 1"
  well is not economically feasible.

               C.      In light of that stated above, in 2003, the Partnership
                       wrote off the full amount of its investment in the "Nir
                1" well (in the amount of approximately NIS 10.9
                       million) and its investment in the "Nir 2" well (in the
          amount of approximately NIS 24.7 million).

C.      "MARINE SOUTH" LICENSE                                  

       In 2002, the Commissioner granted 316/"Marine South" License in an area
        of 142 square kilometers for a period of three years. The holders of the
   rights in the License are the limited partnerships: the Partnership
     (59%), Naphtha Exploration (15%), INOC Dead Sea (15%), Modi'in Energy
      (10%), and Isramco Inc., which serves as operator of the License (1%).
      In October 2003, the Commissioner's approval was received for deferral
       of execution of the three-dimensional seismic survey up to February 15,
   2004. In addition, the Commissioner provided that the last date for
      preparing the prospect for drilling is June 15, 2004, and execution of
drilling shall begin no later than December 15, 2004.           

In January 2004, the operator requested from the Commissioner to
increase the area of the "Marine South" in order to permit a    
        three-dimensional seismic survey on the enlarged area. The operator also
     requested from the Commissioner to defer the date of execution of the
      said seismic survey up to January 1, 2005, and that if the said survey
        is executed to approve extension of the License for two more years. As a
       result of rejection of the said request, in November 2004, the operator
        recommended to the partners to return the license. The partners accepted
the operator's recommendation and the license was returned.     

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NOTE 5 - JOINT VENTURE FOR OIL AND GAS EXPLORATION (CONT'D)                     

D.      THE "GAL" LICENSES                                      

GENERAL                                                         

 In 2001, the Partnership acquired rights at the rate of 5% in six
offshore licenses: Michal, Matan, Tommy, Orli, Shira and Aya    
(hereinafter - "the Gal Licenses").                             

       In June 2002, the Orli, Aya and Tommy licenses were returned due to the
      absence of appropriate drilling prospects and, in July 2003, the Shira
        license expired due to a failure to comply with the license's work plan.

MICHAL AND MATAN LICENSES                                       

    In 2001, the operator presented the partners with the results of the
        three-dimensional seismic survey that had been conducted in the areas of
      the Michal and Matan Licenses and according to which two prospects had
been mapped, one for each license.                              

     In November 2002, the operator recommended to the partners to execute
       "Tamar 1" well in the "Matan" License (hereinafter - "Tamar 1" well) at
an expected cost of $40 million.                                

       On February 4, 2003, the partners in the Licenses reached an agreement,
    according to which each partner specified the percentage at which it
wished to participate in the "Tamar 1" well.                    

     The Partnership undertook to participate in the "Tamar 1" well to the
        full extent of its rights in the said Licenses, (5%). As a result of the
      withdrawal of some of the partners and the decision of other to reduce
  their participation in the "Tamar 1" well, the partners decided to
 authorize BG International Ltd. (hereinafter - "BG") (which was a
  partner in the Licenses and served as operator of the Licenses) to
    endeavor to market the balance of the participation percentages to a
third party.                                                    

        In December 2004, the Commissioner approved extension of the Licenses up
    to June 2, 2005. During the said extension period, the operator (BG)
must undertake to execute a drilling of the well as an essential
    condition for an additional extension. Nonetheless, the Commissioner
        noted that if the said obligation is not complied with, he will consider
  an additional extension of the Licenses, on the condition that the
operator undertakes to recruit investors for the well.          

In March 2005, BG notified the partners in the Licenses and the 
        Commissioner that it relinquishes its rights in the Licenses and resigns
       it position as operator of the Licenses. As a result of that stated and
       pursuant to the joint operating agreement, BG's rights were transferred
  to the other partners in the Licenses based on their proportionate
   shares therein. Accordingly, the rate of the rights in the Licenses
transferred to the Partnership come to 20.510%.                 

      In May 2005, an agreement was pursuant to which Dor Chemicals Ltd. And
 the Dor Gas Explorations, Limited Partnership transferred, for no
      consideration, to the Partnership and to the limited partnership Delek
 Drillings (hereinafter - "Delek") and Avner Petroleum Exploration
       (hereinafter - "Avner") participation rights in the Licenses, such that
the Partnership was transferred 4.885% and Delek and Avner were 
transferred 15.197% each.                                       

      In light of that stated, as at the balance sheet date, the rate of the
Partnership's rights in the Licenses was 30.395%.               

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NOTE 5 - JOINT VENTURE FOR OIL AND GAS EXPLORATION (CONT'D)                     

D.      THE "GAL" LICENSES (CONT'D)                             

MICHAL AND MATAN LICENSES (cont'd)                              

The partners in the Licenses notified the Commissioner of their 
intention to execute "Tamar 1" well subject to the joining of a 
 professional operator having deep - water drilling experience and
       subject to the drilling budget not exceeding 40$ million (hereinafter -
     "the Notification"). As a result of the notification on May 26, 2005,
        the Commissioner extended the validity of the Licenses up to December 2,
       2006. It was provided in the extension conditions that by June 2, 2006,
        the partners must present to Commissioner an agreement with a contractor
    or operator for execution of "Tamar 1" well. Upon fulfillment of the
        said conditions, the Commissioner will act to extend the validity of the
Licenses up to December 2, 2007.                                

At the meeting of the partners held in August 2005, the partners
      approved Isramco Inc.'s continued appointment as temporary operator of
   the Licenses for a period up to December 1, 2005 and authorized the
        operator to contact drilling companies in order to locate an appropriate
       drilling rig for performance of the drilling. As at the signing date of
       the financial statements, a permanent operator for the Licenses had not
      yet been appointed and offers from drilling contractors to perform the
drilling had not yet been received.                             

       As this stage, and as long as no obligation exists for participation in
      the full amount of this rights (100%) in the drilling of the "Tamar 1"
        well, and an offer from drilling contractors to perform the drilling has
    not been received, the General Partners is unable to estimate of and
when the said drilling will be executed.                        

     Regarding the Partnership's liability for an overriding royalty - see
9B., below.                                                     

NOTE 6 - SUNDRY RECEIVABLES                                                     

                                                   DECEMBER 31     DECEMBER 31
                                                          2005            2004
                                                 -------------   -------------
                                                 NIS THOUSANDS   NIS THOUSANDS
                                                 -------------   -------------

       Institutions                                          9               9
                                                 =============   =============

NOTE 7 - INVESTMENTS IN OIL AND GAS PROPERTIES                                  

                                                   DECEMBER 31     DECEMBER 31
                                                          2005            2004
                                                 -------------   -------------
                                                 NIS THOUSANDS   NIS THOUSANDS
                                                 -------------   -------------

       Investment in "Or 1" well (1)                     7,609           7,609
                                                 =============   =============

(1)     See Note 5A.                                            

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NOTE 8 - SUNDRY PAYABLES                                                        

                                                   DECEMBER 31     DECEMBER 31
                                                          2005            2004
                                                 -------------   -------------
                                                 NIS THOUSANDS   NIS THOUSANDS
                                                 -------------   -------------

       Accrued expenses                                    501             458
                                                 =============   =============

NOTE 9 - CONTINGENT LIABILITIES AND COMMITMENTS                                 

A.      In the event of discovery of oil and/or gas and/or other
              valuable material that can be produced within the licenses and
              leases in which the Partnership is active at present and other
              licenses and leases in which the Partnership will participate,
            the Partnership undertook to pay royalties from the revenues
               generated from the first 10% of its share in the license/lease,
as follows:                                     

                                                        [Enlarge/Download Table]

                            ONSHORE LICENSES                       OFFSHORE LICENSES         
                --------------------------------------  -------------------------------------
                 UP TO THE DATE OF       FOLLOWING THE    UP TO THE DATE        FOLLOWING THE
                     RETURN OF THE   DATE OF RETURN OF  OF RETURN OF THE    DATE OF RETURN OF
                        INVESTMENT      THE INVESTMENT        INVESTMENT       THE INVESTMENT
                ------------------   -----------------  ----------------    -----------------
                                                                                             
To Isramco Inc.              5.00%              13.00%             1.00%               13.00%

          In addition, in the event of a discovery of oil and/or gas
         and/or other valuable material that will be extracted and
                realized from the Med Ashdod Lease and the Med Yavneh Lease, the
            Limited Partnership has undertaken to pay royalties from the
               revenues generated from the first 10% of its share in the lease
as specified below:                             

                                                                [Download Table]

                                     THE MED ASHDOD LEASE AND       
                                         MED YAVNEH LEASE           
                              --------------------------------------
                              UP TO THE DATE OF        FOLLOWING THE
                                  RETURN OF THE    DATE OF RETURN OF
                                     INVESTMENT       THE INVESTMENT
                              -----------------    -----------------
                                                                    
To J. O. E. L. Jerusalem Oil                                        
Exploration Ltd.                          0.51%                6.58%
To Equital Ltd.                           0.38%                4.93%
To Isramco Inc.                           0.06%                0.83%

                Isramco Inc. is entitled to an overriding royalty of 2% from the
                Partnership's share in the oil and/or gas, that is produced from
           the Med Ashdod and Med Yavneh lease and/or of any petroleum
              right that comes in their place, this being in addition to any
           other royalty and/or consideration to which Isramco Inc. is
entitled at present.                            

B.      The Partnership has an obligation for the payment of an 
      overriding royalty to the General Partner of 5% of the
               Partnership's share of the revenues from oil and/or gas (gross,
             before expenses and other payments including a royalty to the
            State according to the Petroleum Law, 1952) that is produced
           from the Matan and Michal Licenses, including any petroleum
asset that may come in their place.             

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NOTE 9 - CONTINGENT LIABILITIES AND COMMITMENTS (CONT'D)                        

      C.      According to an agreement dated February 1997, the Partnership
             acquired the full rights of Equital Ltd., a related party, in
           the Shikma Carveout in the Ashdod Lease (10%) to a depth of
1,500 meters and below.                         

              The Partnership has undertaken to pay Equital Ltd. if the well
                is found to be commercial, the amount of $84.5 thousand, as well
             as a royalty at the rate of 6% before and after the return of
the investment.                                 

        D.      The Partnership has an undertaking to pay royalties to the State
    of Israel in accordance with the Petroleum Law, 1952

       E.      According to an amendment to the Limited Partnership agreement,
          dated August 6, 1993, that is valid from June 1993, it was
             determined that the Limited Partnership shall pay the General
               Partner an amount that is the equivalent of $35,000 a month for
                placing the services of the employees of the General Partner, as
               needed, at the disposal of the Limited Partnership and for rent
              and regular maintenance of part of the offices of Isramco Inc.
       in Israel that is also used by the Limited Partnership.

            At the General Meeting of owners of the participation units,
            that was held in February 1997, it was decided to approve an
             update of the payment to the General Partner to a sum that is
             the equivalent of $42,000 (plus Value Added Tax) from January
            1997. At that meeting, a commitment was given by the General
              Partner according to which the General Partner would collect a
       monthly payment of only $40,000 (plus Value Added Tax).

F.      According to an agreement (hereinafter - "the Marketing 
                Agreement") signed in March 1989 between the Limited Partnership
                and the East Mediterranean Oil and Gas Company Ltd. (hereinafter
         - "EMOG"), EMOG was granted the right to be appointed the
              exclusive marketing agent of the Limited Partnership in Israel
                and areas under its control for the wholesale marketing of crude
           oil from the oil fields of the Negev 2 Venture to which the
                Limited Partnership is entitled. In an agreement signed in March
                1992 between the Limited Partnership and other companies some of
                whom at that time were parties having an interest in the General
                Partner (J. O. E. L. Jerusalem Oil Explorations Ltd. and Isramco
         Inc.), various oil rights were transferred to the Limited
                Partnership, including the "Negev Med" preliminary permit on the
               basis of which the Med Ashdod and Med Yavneh leases were issued
                later on (hereinafter - "the Rights Transfer Agreement"). In the
               Rights Transfer Agreement, it was determined that the marketing
            of the crude oil produced from the petroleum assets that had
        been transferred to it from the above interested parties
               according to the Rights Transfer Agreement would be carried out
   by EMOG in accordance with the Marketing Agreement.

           The period of the agreement is fifteen years from the first
     commercial production. EMOG may assign its rights and
obligations under the agreement.                

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NOTE 9 - CONTINGENT LIABILITIES AND COMMITMENTS (CONT'D)                        

       G.      The oil rights in which the Limited Partnership has a share are
        allocated for a fixed term and on certain conditions. An
                extension of the validity of a petroleum asset is usually at the
              discretion of the authorities in accordance with the Petroleum
     Law as well as the renewal of any part thereof or the
                stipulating of additional conditions. In the event of failure to
               fully comply with the conditions, the right may be cancelled or
       reduced. The ability to exploit the petroleum assets in
               accordance with the lease and the licenses is contingent, among
         other things, on the Limited Partnership and the partners
                therein being willing and able to finance the various operations
                therein as well as the availability of appropriate equipment and
          personnel in Israel. The lack of equipment or personnel is
              liable to increase the costs or totally prevent fulfillment of
              the terms of the lease or the license or the permit or prevent
             or reduce the period of their extension or even lead to their
cancellation.                                   

                In addition, in accordance with the Petroleum Law, if within the
              first three years of the granting of the lease, oil/gas is not
          produced from the lease site in commercial quantities, the
         appointed Minister is permitted to send the lease owner a
               notification demanding that production of oil/gas in commercial
                quantities be commenced within the time period determined by the
            Minister in the notification - which may not be less than 60
                days. If production, as stated, is not commenced, the lease will
             expire. In the estimation of the General Partner and based on
         discussions with the Commissioner of Petroleum Matters, a
               notification as stated will not be sent with respect to the Med
                Ashdod lease - up to the end of the time allocated for execution
                of a drilling for oil prospects (that is, July 1, 2007) and with
             respect to the Med Yavneh lease - so long as development from
             the "Noa" gas field has not been started, which is nearby and
            subject to development from the "Or 1" gas field having been
started at the same time.                       

        H.      According to the trust agreement, in the event of termination of
              the trust, the cash received as a result of the realization of
               the trust assets less the costs involved in the realization and
             termination of the trust, will be divided among the owners of
               the participation units and the holders of the options (if any)
less the exercise premium.                      

    I.      The Supervisor is entitled to receive wages from the Limited
          Partnership in an amount in shekels which is equivalent to
           $3,500 per month, as long as the trust agreement remains in
             effect. Similarly, the Supervisor is entitled to receive from
               the Limited Partnership expenses that were duly incurred in the
             discharge of his duties and that were approved by the General
          Meeting. The Supervisor received approval for a budget for
            purposes of legal consultation, in the amount of $10,000 per
           year. In addition, the Supervisor is entitled to additional
        compensation for his work in connection with issuance of
               additional rights, in the amount of $20,000 in respect of every
            issuance, or such higher amount that will be approved by the
General Meeting.                                

  J.      According to the trust agreement, the Limited Partner (the
      trustee) is entitled to receive annual wage of $1,000.

       K.      The Limited Partnership has undertaken to indemnify the General
               Partner and any of its employees and/or directors for any loss,
        expenses or damage that they or their agents bear or are
                required to bear, whether directly or indirectly, as a result of
            any act or omission in accordance with the provisions of the
        Limited Partnership agreement or in accordance with law.

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NOTE 9 - CONTINGENT LIABILITIES AND COMMITMENTS (CONT'D)                        

        L.      Some of the offshore drillings in which the Partnership may be a
            partner, are subject to the conditions and restrictions that
             determined or that may be determined in future by the Defense
              System. These conditions and restrictions could cause a change
                and delay in the time schedules and, as a result, could generate
              an increase in expected costs and a failure to comply with the
lease.                                          

   M.      (1)     The Limited Partnership shall be dissolved upon the
             occurrence of any of the following instances:

                     a.      At the end of the period in which the Limited
                            Partnership holds, directly or indirectly, a
                             valid petroleum asset or rights therein or in
             the petroleum to be produced.

                      b.      If the General Partner should cease to fulfill
                              its position and no other partner is appointed
                             in its place within 6 months from the date on
     which he left office.

                     c.      If the partners agree to dissolve the Limited
Partnership.    

              (2)     According to the directives of the Stock Exchange, the
                       Board of Directors of the Stock Exchange may remove the
                    Limited Partnership's securities from trading in the
                  following instances (this being in addition to the
                 causes of action included in the Stock Exchange's
                   Articles of Association in respect of suspending of
                        trade and cancellation of the registration of securities
of companies):                  

                       a.      If the Limited Partnership ceases to operate in
                              the area of the activities that were specified
                     by the Limited Partnership before the
                              registration for trading, for a period of nine
                           consecutive months in which the most of the
                           Partnership's expenses are not expenses for
                               exploration and development, within the meaning
                              of the Income Tax Regulations (Deductions from
                       Income of Holders of Oil Rights), 1956.

                        b.      The Limited Partnership commences to also engage
                            in areas of activity that are not within the
                   limits of its exclusive occupation.

                        c.      The Limited Partnership commences to also engage
                                in projects other than those that were specified
                           by the Limited Partnership before the first
                            registration for trading or other than those
                              that were specified in the Limited Partnership
                          agreement after the first registration for
                                trading and that an amendment of the partnership
                                agreement was approved by the General Meeting of
                      the owners of the participation units.

       N.      On July 13, 2005, a Request for Instructions (hereinafter -"the
       Request") was filed with the District Court of Tel-Aviv
               (hereinafter - "the Court") by the Partnership's Supervisor and
              the General Partner, wherein the Court was requested to decide
              the question whether pursuant to the provisions of Partnership
              Agreement the General Partner is required to distribute to the
              Limited Partner earnings of the Partnership accrued during the
          years 2003 and 2004, in the amount of NIS 102,644 thousand
(hereinafter - "the Earnings").                 

               The position to the General Partner is that the Earnings should
              not be distributed since, among other reasons, they constitute
             "fruits of interim investments" within the meaning thereof in
            Partnership Agreement. In light of the uncertainties arising
               from this issue, the Court was requested to decided whether the
              Earnings constitute "fruits of interim investments" within the
           meaning thereof in Partnership Agreement that are not to be
distributed, or not.                            

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NOTE 9 - CONTINGENT LIABILITIES AND COMMITMENTS (CONT'D)                        

N.      (CONT'D)                                                

              If the Court decides that the Earnings are distributable based
            on the provisions of the Partnership Agreement and since the
             provisions of the Partnership Agreement provide that earnings
                shall not be distributed if their receipt by the Limited Partner
                will be considered a withdrawal of all or part of his investment
              in the Partnership, within the meaning of Section 63(B) of the
            Partnership Ordinance [New Version], 1975, the Court will be
                requested to decide the question whether receipt of the Earnings
                by the Limited Partner constitutes withdrawal or receipt of part
           of his investment in the Partnership, within the meaning of
        Section 63(B), as stated, where the Limited Supervisor's
             position is that that the tests included in the Companies Law
                should be applied to the Partnership and that the Partnership is
               in compliance with these tests, whereas the General Partner has
not taken a position with respect to the matter.

             The request in scheduled for hearing by the Court on February
16, 2006.                                       

O.      In July 2005, a representative of several holders of    
        participation units (hereinafter - "the Representative")
               contacted the Trustee claiming that the Trustee was required to
           report to the Stock Exchange that most of the Partnership's
       expenses during a period in excess of 9 months, are not
                "exploration and development expenses" within the meaning of the
            Income Tax Regulations (Deductions from Income of Holders of
        Petroleum Rights), 1956, since most of the Partnership's
         expenses are administrative and general expenses that, he
        claims, do not fall within the ambit of "exploration and
            development expenses" within the meaning thereof in the said
                Regulations. The Trustee responded to the Representative that to
       the best of his knowledge, "exploration and development
              expenses" within the meaning of the Articles of Association of
               the Stock Exchange, include administrative and general expenses
         incurred in connection with the current management of the
Partnership's activities.                       

         It is noted that the Articles of Association of the Stock
               Exchange and its directives provide that the Board of Directors
            of the Stock Exchange is permitted to suspend trading of the
             securities of a petroleum partnership and to remove them from
                trading if, among other things, during a period of 9 consecutive
              months most of the partnership's expenses are not "exploration
                and development expenses" within the meaning thereof in the said
    Regulations. The authority to suspend trading of the
              partnership's securities and/or to remove them from trading is
                subject to the discretion of the Board of Directors of the Stock
     Exchange, as the Stock Exchange's authoritative body.

         In light of the legal dispute between the Trustee and the
             Representative, on August 8, 2005, the Trustee requested that
         the Stock Exchange's management present its position with
             respect to the matter. On August 15, 2005, the Stock Exchange
        responded to the Trustee that the interpretation of term
         "exploration and development expenses" within the meaning
               thereof in the Directives of the Articles of Association of the
             Stock Exchange also include expenses incurred for the current
                management of a Petroleum Exploration Partnership as provided in
                the Income Tax Regulations (Rules for Calculating the Tax on the
      Holding and Sale of Participation Units in a Petroleum
Exploration Partnership), 1988.                 

               The Trustee notified the Stock Exchange that as at August 2005,
                the Partnership is in compliance with the conditions required in
             the Directives of the Stock Exchange, as stated, that is, the
       Partnership's expenses are "exploration and development
expenses".                                      

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NOTE 10 - LIMITED PARTNERSHIP'S CAPITAL                                         

                                                   DECEMBER 31     DECEMBER 31
                                                          2005            2004
                                                 -------------   -------------
                                                 NIS THOUSANDS   NIS THOUSANDS
                                                 -------------   -------------

Participation units of NIS 0.01                                 
       par value (in thousands)                      4,250,908       4,250,908
                                                 =============   =============

A.      THE GENERAL PARTNER - ISRAMCO OIL AND GAS LTD.          

      Up to December 31, 2005, the General Partner invested NIS 389 thousand
     in the capital of the Limited Partnership, and it participates in the
       Limited Partnership's expenses and losses and is entitled to its income
        according to the share of the General Partner in the capital invested in
the Limited Partnership's capital.                              

        As at December 31, 2005, the share of the General Partner in the capital
     is 0.05% and is progressively reduced with every increase in capital.

B.      THE LIMITED PARTNER - ISRAMCO MANAGEMENT (1988) LTD.    

       As at December 31, 2005, the Limited Partner invested in the capital of
     the Limited Partnership, NIS 856,002 thousand (after deduction of the
issuance costs) and it participates in the Limited Partnership's
        expenses and losses and is entitled to its income according to its share
   in the capital invested in the Limited Partnership's capital. As at
     December 31, 2005, the share of the Limited Partner in the capital is
     99.95% and is progressively increased with every increase in capital.

C.      THE CAPITAL OF THE LIMITED PARTNERSHIP                  

        The composition of the capital of the Limited Partnership is as follows:

                                                        [Enlarge/Download Table]

                                                 LIMITED PARTNER    GENERAL PARTNER              TOTAL 
                                                ----------------   ----------------   ---------------- 
                                                   NIS THOUSANDS      NIS THOUSANDS      NIS THOUSANDS 
                                                ----------------   ----------------   ---------------- 
                                                                                                       
Investment in the Partnership, net                       856,002                389            856,391 
                                                ----------------   ----------------   ---------------- 

Loss balance at beginning of the year                   (294,500)              (202)          (294,702)

Net income for the year                                   37,917                 19             37,936 

Tax deposits paid on behalf of holders of                                                              
 the participation certificates                           (5,074)                 -             (5,074)
                                                ----------------   ----------------   ---------------- 

Loss balance at end of the year                         (261,657)              (183)          (261,840)
                                                ----------------   ----------------   ---------------- 

Limited Partnership capital at end of the year           594,345                206            594,551 
                                                ================   ================   ================ 

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NOTE 10 - LIMITED PARTNERSHIP'S CAPITAL (CONT'D)                                

  D.      In accordance with a legal opinion received by the Limited
                Partnership, it was recommended that when the partners will have
                accrued profits, the Limited Partner and/or the Supervisor would
                request the Court to issue instructions in respect of the doubts
                raised in the opinion regarding the distributable profits and if
                and when distribution of profits by the Limited Partnership will
             be deemed to be a withdrawal of part of the investment of the
          Limited Partner within the meaning of Section 63(B) of the
Partnerships Ordinance.                         

     E.      In the framework of discussions held with the Tax Authorities
    during the years 2002 - 2004, in connection with the
              Partnership's request to receive an exemption from withholding
              of tax at the source, the Tax Authorities raised a requirement
             that the tax deriving from the taxable income attributable to
               the holders of the participation certificates, shall be paid by
             the Partnership on behalf of the holders of the participation
certificates.                                   

         On December 15, 2004, an agreement was signed between the
              Partnership and the Tax Authorities, according to which it was
             provided that the Partnership shall be entitled to receive an
              exemption from withholding of tax at the source on its income,
      subject to the condition that beginning from 2004, the
                Partnership will pay to the Tax Authorities, at the end of every
               tax year, an advance deposit on account of the tax liability of
             the holders of the participation certificates, which shall be
              calculated based on the amount of the Partnership's income for
            tax purposes in the relevant tax year by category (interest,
         dividends, gains/losses from sale of securities) less the
               Partnership's allowable deductions for tax purposes in a manner
             proportionate to the income, multiplied by the rates fixed in
                the agreement. The said payment will be attributed to the credit
         of every certificate holder (as defined in the Income Tax
            Regulations) based on his proportionate share, as an advance
deposit on account of the tax.                  

              Pursuant to the agreement, in the current year the Partnership
             paid NIS 5,074 thousand (in 2004 - NIS 3,619 thousand), which
               was recorded to the credit of every certificate holder based on
               his proportionate share, as a deposit on account of the tax and
                that will be included as part of the certificate for purposes of
                calculating the deduction to which the holder is entitled due to
the holding of participation certificates.      

                The amounts paid by the Partnership, as stated, are presented as
a reduction of Partnership capital.             

NOTE 11 - DETAILS TO STATEMENT OF EARNINGS CATEGORIES                           

A.      FINANCING INCOME, NET                                   

                                                        [Enlarge/Download Table]

                                                                        FOR THE YEAR ENDED 31 DECEMBER            
                                                             ---------------------------------------------------- 
                                                                       2005               2004               2003 
                                                             --------------     --------------     -------------- 
                                                              NIS THOUSANDS      NIS THOUSANDS      NIS THOUSANDS 
                                                             --------------     --------------     -------------- 
                                                                                                                  
Gain from marketable securities, net                                 50,479             36,005             67,183 
Interest on deposits in banks and exchange rate differences             281                553                690 
Dividend and interest income from marketable securities              24,432             25,955             25,492 
Commissions, management fees and others                              (3,804)            (3,890)            (3,671)
                                                             --------------     --------------     -------------- 

                                                                     71,388             58,623             89,694 
                                                             ==============     ==============     ============== 

EX-99.1 32nd Page of 39 TOC 1st Previous Next ↓Bottom Just 32nd
NOTE 11 - DETAILS TO STATEMENT OF EARNINGS CATEGORIES (CONT'D)                  

B.      PARTICIPATION IN GAS AND OIL EXPLORATION, NET           

                                                        [Enlarge/Download Table]

                                                                     FOR THE YEAR ENDED 31 DECEMBER             
                                                          ----------------------------------------------------  
                                                                    2005               2004               2003  
                                                          --------------     --------------     --------------  
                                                           NIS THOUSANDS      NIS THOUSANDS      NIS THOUSANDS  
                                                          --------------     --------------     --------------  
                                                                                                                
"Med Ashdod" Lease (including "Nir 1" and "Nir 2" wells)              91                106             35,617  
"Center Marine" License (including "Romi 1" well)                       -                  -               (459)
"South Marine" License                                                  -                187                227 
"Med Yavne" Lease                                                     279                231                315 
"Gal" Licenses                                                         62                 23                429 
"Shikma Sea" License - "Nordon 1" well                                  -                366               (382)
"Med Ashdod" Lease - "Gad 1" well                                  30,370                  -                  - 
Others                                                                  -                 12                 22 
                                                          --------------     --------------     --------------  

                                                                    30,802                925             35,769
                                                          ==============     ==============     ==============  

Including expenses to related parties                               2,910                664              4,942 
                                                          ==============     ==============     ==============  

C.     GENERAL AND ADMINISTRATIVE EXPENSES                    

                                                        [Enlarge/Download Table]


                                                                  FOR THE YEAR ENDED 31 DECEMBER           
                                                       ----------------------------------------------------
                                                                 2005               2004               2003
                                                       --------------     --------------     --------------
                                                        NIS THOUSANDS      NIS THOUSANDS      NIS THOUSANDS
                                                       --------------     --------------     --------------
                                                                                                           
Management fee to the General Partner - related party           2,157              2,154              2,168
Professional services                                             151                160                126
Taxes and permits                                                 105                105                122
Wages to limited partner and supervisor                           195                192                219
Others                                                             42                 82                 32
                                                       --------------     --------------     --------------

                                                                2,650              2,693              2,667
                                                       ==============     ==============     ==============

D.      INCOME PER PARTICIPATION UNIT                           

                                                        [Enlarge/Download Table]


                                                                    FOR THE YEAR ENDED 31 DECEMBER           
                                                         ----------------------------------------------------
                                                                   2005               2004               2003
                                                         --------------     --------------     --------------
                                                          NIS THOUSANDS      NIS THOUSANDS      NIS THOUSANDS
                                                         --------------     --------------     --------------
                                                                                                             
Number of participation units used to compute the basic                                                      
  income per participation unit (in thousands)                4,250,908          4,250,908          4,250,908

Income used in computing basic income (in NIS 000) per                                                       
  participation unit                                             37,919             54,977             51,232

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NOTE 12 - INTERESTED PARTIES AND RELATED PARTIES                                

     A.      The limited partnerships, Naphtha Explorations, I.N.O.C. Dead
              Sea and the Partnership, are managed by related companies that
         are controlled by the same controlling interest. The said
                partnerships together with Isramco Inc., which is also under the
               control of the same controlling interest, are partners, in full
        or in part, in different gas and oil exploration rights.

             The joint ventures for oil and gas explorations, in which the
          said partnerships and the Partnership participate, receive
        services from companies that are related parties and are
             controlled by the same controlling interest. Also, in most of
               the joint ventures, in which the Partnership participates, some
               of the partners are related parties and interested parties that
         also act in part as venture operators who are entitled to
             venture operator fees at a set rate of the direct expenses or
             venture operator fees at a fixed monthly amount, according to
the joint venture agreements.                   

     B.      Balances and transactions with related and interested parties
            are included in the notes to the financial statements in the
appropriate categories.                         

   C.      For information on undertakings with related and interested
parties - See Note 9.                           

      D.      For information on royalties to related parties and interested
parties - See Note 9.                           

NOTE 13 - DIFFERENCES BETWEEN ISRAELI GAAP AND U.S. GAAP                        

A.      GENERAL                                                 

The Limited Partnership's financial statements are prepared in  
  accordance with generally accepted accounting principles in Israel
 ("Israeli GAAP"), which differ in certain respects from generally
  accepted accounting principles in the United States ("U.S. GAAP").
        Differences which have a significant effect on the Limited Partnership's
net assets, income and equity, are set forth below.             

1.      EFFECT OF INFLATION                                     

                Up to December 2003, the Limited Partnership included the effect
                of price level changes in the accompanying financial statements,
            as required under Israeli GAAP and as discussed in Note 3 to
these financial statements.                     

            U.S. GAAP does not provide for recognition of the effects of
          such price level changes. However, the U.S. Securities and
               Exchange Commission permits recognition of the effects of price
              level changes and, therefore, such effects are not included in
            the reconciliation of net income or equity presented herein.

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NOTE 13 - DIFFERENCES BETWEEN ISRAELI GAAP AND U.S. GAAP (CONT'D)               

A.      GENERAL (CONT'D)                                        

2.      MARKETABLE SECURITIES                                   

                The Limited Partnership owns 13.5% of the participation units of
              a related limited partnership, which is engaged in oil and gas
           exploration. Under Israeli GAAP, these participation units,
                which are designated for sale in the short term, are recorded at
         market value as at the balance sheet date with unrealized
           income/losses being recorded in the statements of earnings.
               Under U.S. GAAP, the participation units are recorded using the
           equity method in accordance with EITF - D-46 which requires
            implementation of Statement of Position 78-9 for the Limited
Partnership's investments.                      

           The effect of reversing the unrealized income/losses on the
            participation units for Israeli GAAP, and application of the
       equity method of accounting for U.S. GAAP purposes, are
presented below as separate adjustments.        

        B.      THE EFFECT OF MATERIAL DIFFERENCES BETWEEN ISRAELI AND U.S. GAAP
       DERIVING FROM THE AFOREMENTIONED ITEMS ON THE FINANCIAL
STATEMENTS, IS SHOWN BELOW:                     

1.      ON THE STATEMENTS OF EARNINGS:                          

                                                        [Enlarge/Download Table]

                                                                YEAR ENDED 31 DECEMBER                
                                                 ---------------------------------------------------- 
                                                           2005               2004               2003 
                                                 --------------     --------------     -------------- 
                                                  NIS THOUSANDS      NIS THOUSANDS      NIS THOUSANDS 
                                                 --------------     --------------     -------------- 
                                                                                                      
Net income under Israeli GAAP                            37,936             55,005             51,258 
                                                 --------------     --------------     -------------- 

ADJUSTMENT                                                                                            
Revaluation of marketable securities                       (972)              (943)              (622)
Partnership equity in earnings of a partnership             265                955                465 
                                                 --------------     --------------     -------------- 

                                                           (707)                12               (157)
                                                 --------------     --------------     -------------- 

  Net income under U.S. GAAP                             37,229             55,017             51,101 
                                                 ==============     ==============     ============== 

31

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NOTE 13 - DIFFERENCES BETWEEN ISRAELI GAAP AND U.S. GAAP (CONT'D)               

        B.      THE EFFECT OF MATERIAL DIFFERENCES BETWEEN ISRAELI AND U.S. GAAP
       DERIVING FROM THE AFOREMENTIONED ITEMS ON THE FINANCIAL
STATEMENTS, IS SHOWN BELOW: (CONT'D)            

1.      ON THE STATEMENTS OF EARNINGS: (cont'd)                 

                                                        [Enlarge/Download Table]

                                                             YEAR ENDED 31 DECEMBER                
                                               ----------------------------------------------------
                                                         2005               2004               2003
                                               --------------     --------------     --------------
                                                NIS THOUSANDS      NIS THOUSANDS      NIS THOUSANDS
                                               --------------     --------------     --------------
                                                                                                   
BASIC AND DILUTED INCOME PER                                                                       
 PARTICIPATION UNIT (UNDER U.S. GAAP)                                                              

Net income                                             37,229             55,017             51,101
                                               ==============     ==============     ==============

General partner's share in the net income                  19                 28                 26
                                               ==============     ==============     ==============

Net income attributable to                                                                         
 participation unit holder                             37,210             54,989             51,075
                                               ==============     ==============     ==============

Basic net income per participation unit (NIS)          0.0088             0.0129             0.0120
                                               ==============     ==============     ==============

Weighted-average number of participation                                                           
 units used in calculation of basic                                                                
 income per unit (in thousands)                     4,250,908          4,250,908          4,250,908
                                               ==============     ==============     ==============

2.      ON BALANCE SHEET ITEMS:                                 

                                                        [Enlarge/Download Table]

                                                                     DECEMBER 31                                           
                             --------------------------------------------------------------------------------------------- 
                                                 2005                                            2004                      
                             ---------------------------------------------   --------------------------------------------- 
                               AS REPORTED      ADJUSTMENT          AS PER     AS REPORTED      ADJUSTMENT          AS PER 
                                                                 U.S. GAAP                                       U.S. GAAP 
                             NIS THOUSANDS   NIS THOUSANDS   NIS THOUSANDS   NIS THOUSANDS   NIS THOUSANDS   NIS THOUSANDS 
                             -------------   -------------   -------------   -------------   -------------   ------------- 
                                                                                                                           
ASSETS                                                                                                                     
Marketable securities (1)          583,569          (4,114)        579,455         539,042          (3,142)        535,900 
                             =============   =============   =============   =============   =============   ============= 

Investment in affiliate (2)              -           5,609           5,609               -           5,344           5,344 
                             =============   =============   =============   =============   =============   ============= 

EQUITY                                                                                                                     
Accumulated loss (1) (2)          (261,840)          1,495        (260,345)       (294,702)          2,202        (292,500)
                             =============   =============   =============   =============   =============   ============= 

 (1)     Change in value of investment securities to market value.
(2)     Partnership equity in earnings of a partnership.        

32

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NOTE 13 - DIFFERENCES BETWEEN ISRAELI GAAP AND U.S. GAAP (CONT'D)               

        B.      THE EFFECT OF MATERIAL DIFFERENCES BETWEEN ISRAELI AND U.S. GAAP
       DERIVING FROM THE AFOREMENTIONED ITEMS ON THE FINANCIAL
STATEMENTS, IS SHOWN BELOW: (CONT'D)            

3.      ON THE STATEMENT OF CASH FLOWS:                         

                                                        [Enlarge/Download Table]

                                                               YEAR ENDED 31 DECEMBER                 
                                                 ---------------------------------------------------- 
                                                           2005               2004               2003 
                                                 --------------     --------------     -------------- 
                                                  NIS THOUSANDS      NIS THOUSANDS      NIS THOUSANDS 
                                                 --------------     --------------     -------------- 
                                                                                                      
Net cash inflow generated by                                                                          
 operating activities - Israeli GAAP                     17,933             22,339             15,934 

ADJUSTMENTS                                                                                           
Net (loss) income                                          (707)                12               (157)
Gain from marketable securities, net                        972                943                622 
Proceeds from disposal  (investment in)                                                               
 marketable securities, net                               5,952            (30,378)             1,820 
Partnership equity in earnings of a partnership            (265)              (955)              (465)
                                                 --------------     --------------     -------------- 

Net cash inflow (outflow) generated by                                                                
 operating activities - U.S. GAAP                        23,885             (8,039)            17,754 
                                                 ==============     ==============     ============== 

Net cash outflow generated by                                                                         
 investing activities - Israeli GAAP                    (24,418)           (30,378)           (22,848)

ADJUSTMENTS                                                                                           
Investment in marketable securities                     487,366            204,464            187,069 
Proceeds from disposal of marketable securities        (493,318)          (174,086)          (188,889)
                                                 --------------     --------------     -------------- 

Net cash outflow generated by                                                                         
 investing activities - U.S. GAAP                       (30,370)                 -            (24,668)
                                                 ==============     ==============     ============== 

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NOTE 14 - CONDENSED OF FINANCIAL STATEMENTS IN NOMINAL VALUES                   

A.      BALANCE SHEETS                                          

                                                                [Download Table]

                                                    DECEMBER 31     DECEMBER 31
                                                           2005            2004
                                                  -------------   -------------
                                                  NIS THOUSANDS   NIS THOUSANDS
                                                  -------------   -------------
                                                                               
CURRENT ASSETS                                                                 

Cash and cash equivalents                                 2,720          14,279
Marketable securities                                   583,569         539,042
Joint ventures for gas and oil exploration                1,328           1,307
Sundry receivables                                            9               9
                                                  -------------   -------------
                                                        587,626         554,637
                                                  -------------   -------------
INVESTMENTS                                                                    

Investment in gas and oil properties                      7,186           7,186
                                                  -------------   -------------

                                                        594,812         561,823
                                                  =============   =============

CURRENT LIABILITIES                                                            

Sundry payables                                             501             458
Joint ventures for gas and oil exploration                  183              99
                                                  -------------   -------------
                                                            684             557
                                                  -------------   -------------

LIMITED PARTNERSHIP CAPITAL                             594,128         561,266
                                                  -------------   -------------

                                                        594,812         561,823
                                                  =============   =============

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NOTE 14 - CONDENSED OF FINANCIAL STATEMENTS IN NOMINAL VALUES (CONT'D)          

B.      STATEMENTS OF EARNINGS                                  

                                                        [Enlarge/Download Table]

                                                                FOR THE YEAR ENDED                 
                                               ----------------------------------------------------
                                                  31 DECEMBER        31 DECEMBER        31 DECEMBER
                                                         2005               2004               2003
                                               --------------     --------------     --------------
                                                NIS THOUSANDS      NIS THOUSANDS      NIS THOUSANDS
                                               --------------     --------------     --------------
                                                                                                   
INCOME                                                                                             

Financing income, net                                  71,388             58,623             81,344
                                               --------------     --------------     --------------

EXPENSES                                                                                           

Participation in gas and oil exploration, net          30,802                925             35,216
General and administrative expenses                     2,650              2,693              2,692
                                               --------------     --------------     --------------

                                                       33,452              3,618             37,908
                                               --------------     --------------     --------------

Net income                                             37,936             55,005             43,436
                                               ==============     ==============     ==============

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NOTE 14 - CONDENSED OF FINANCIAL STATEMENTS IN NOMINAL VALUES (CONT'D)          

C.      STATEMENTS OF CHANGES IN LIMITED PARTNERSHIP CAPITAL    

                                                                [Download Table]

                                     PARTNERSHIP'S     ACCUMULATED                  
                                           CAPITAL            LOSS            TOTAL 
                                    --------------  --------------   -------------- 
                                     NIS THOUSANDS   NIS THOUSANDS    NIS THOUSANDS 
                                    --------------  --------------   -------------- 
                                                                                    
BALANCE AS AT JANUARY 1, 2003              587,280        (120,836)         466,444 

Net income for the year                          -          43,436           43,436 
                                    --------------  --------------   -------------- 

BALANCE AS AT DECEMBER 31, 2003            587,280         (77,400)         509,880 

Net income for the year                          -          55,005           55,005 

Tax deposits paid on behalf of the                                                  
 participation certificates                      -          (3,619)          (3,619)
                                    --------------  --------------   -------------- 

BALANCE AS AT DECEMBER 31, 2004            587,280         (26,014)         561,266 

Net income for the year                          -          37,936           37,936 

Tax deposits paid on behalf of the                                                  
 participation certificates                      -          (5,074)          (5,074)
                                    --------------  --------------   -------------- 

BALANCE AS AT DECEMBER 31, 2005            587,280           6,848          594,128 
                                    ==============  ==============   ============== 

D.      LIMITED PARTNERSHIP CAPITAL                             

The Limited Partnership capital is comprised as follows:        

                                                        [Enlarge/Download Table]

                                           LIMITED          GENERAL                  
                                           PARTNER          PARTNER            TOTAL 
                                    --------------   --------------   -------------- 
                                     NIS THOUSANDS    NIS THOUSANDS    NIS THOUSANDS 
                                    --------------   --------------   -------------- 
                                                                                     
Partners' investments, net                 587,141              139          587,280 
                                    --------------   --------------   -------------- 

Loss balance at beginning of year          (25,921)             (93)         (26,014)

Net income for the year                     37,917               19           37,936 

Tax deposits paid on behalf of the                                                   
 participation certificates                 (5,074)               -           (5,074)
                                    --------------   --------------   -------------- 

Loss balance at end of year                  6,922              (74)           6,848 
                                    --------------   --------------   -------------- 

Partnership capital at end of year         594,063               65          594,128 
                                    ==============   ==============   ============== 

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-K/A’ Filing	Date	First	Last	Other Filings

	6/15/30	12
	6/10/30	12
	4/1/09	12
	12/2/07	24
	7/1/07	27
	12/31/06	11		10-K, 8-K
	12/2/06	12	24
Filed on:	10/17/06
	6/2/06	24
	5/1/06	20		DEF 14A
	3/22/06	5	6
	2/16/06	29
	1/23/06	5		8-K
	1/1/06	15
For Period End:	12/31/05	2	30	10-K
	12/13/05	19
	12/1/05	24
	11/16/05	21
	9/26/05	21
	9/25/05	21
	9/13/05	21
	8/29/05	21		8-K
	8/28/05	21
	8/25/05	21
	8/15/05	29		NT 10-Q
	8/8/05	29
	7/13/05	28
	6/2/05	23
	5/26/05	24
	2/25/05	20
	1/1/05	22
	12/31/04	4	16	10-K
	12/15/04	22	31
	7/25/04	20
	6/15/04	22
	2/15/04	22
	1/1/04	13
	12/31/03	5		10-K, 10-K/A
	11/19/03	22
	9/1/03	22
	4/30/03	22		DEF 14A
	2/4/03	23
	6/7/00	11
	8/6/93	26
				List all Filings

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Filing Submission 0001188112-06-003094 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Isramco Inc – ‘10-K/A’ for 12/31/05 – EX-99.1

On: Tuesday, 10/17/06, at 4:54pm ET · For: 12/31/05 · Accession #: 1188112-6-3094 · File #: 0-12500

Previous ‘10-K’: ‘10-K’ on 3/24/06 for 12/31/05 · Next: ‘10-K’ on 3/16/07 for 12/31/06 · Latest: ‘10-K/A’ on 4/30/19 for 12/31/18

Amendment to Annual Report — Form 10-KFiling Table of Contents

EX-99.1 — Miscellaneous Exhibit

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Annual Report — Form 10-K
Filing Table of Contents