FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Harel Insurance Co LTD
2. Issuer Name and Ticker or Trading Symbol

Ayala Pharmaceuticals, Inc. [ AYLA ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

3 ABA HILLEL ROAD STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

5/12/2020
(Street)

RAMAT GAN, L3 52118
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

5/14/2020 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share         1663834 (1)(2)I See footnotes (1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) On May 14, 2020, Harel Insurance Investments & Financial Services Ltd. ("Harel Holdings") and Harel Insurance Company Ltd., a wholly owned subsidiary of Harel Holdings ("Harel Insurance" and, together with Harel Holdings, the "Reporting Persons"), filed a Form 4 (the "Form 4"). The Form 4 inadvertently reported the purchase of 500,000 shares of Common Stock of the Issuer that, as described in footnote 4 to the Form 4, were acquired and are held for members of the public through, among others, provident funds and/or mutual funds and/or pension funds and/or insurance policies and/or exchange traded funds (together, the "Public Shares"), which Public Shares are managed by wholly owned subsidiaries of the Reporting Persons, each of which subsidiaries operates under independent management and makes independent voting and investment decisions.
(2) Continued from Footnote (1): In accordance with Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended, the Reporting Persons do not have any direct or indirect pecuniary interest in the Public Shares or any transactions therein. Accordingly, this amendment to the Form 4 is being made to correct that inadvertent error by removing the purchase of the 500,000 Public Shares from the Form 4. As a result, and after giving effect to this amendment, the correct amount of shares of Common Stock of the Issuer beneficially owned by the Reporting Persons is 1,663,834 shares.

Remarks:
Pursuant to Instruction 9 to Form 4, the Reporting Persons have omitted from this amendment to the Form 4 the transaction information with respect to the other shares of the Issuer that were reported in the initial filing of the Form 4 and which are not being amended hereby.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Harel Insurance Co LTD
3 ABA HILLEL ROAD STREET
RAMAT GAN, L3 52118

X

Harel Insurance Investments & Financial Services Ltd.
3 ABA HILLEL ROAD STREET
RAMAT GAN, L3 52118

X


Signatures
HAREL INSURANCE COMPANY LTD. BY: /s/ Uri Rabinovitz, Vice President6/8/2020
**Signature of Reporting PersonDate

HAREL INSURANCE INVESTMENTS AND FINANCIAL SERVICES LTD. BY: /s/ Uri Rabinovitz, Vice President6/8/2020
**Signature of Reporting PersonDate

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