As filed with the Securities and Exchange Commission on September 16, 2008
                                                           Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ---------------
                     TEVA PHARMACEUTICAL INDUSTRIES LIMITED
             (Exact name of registrant as specified in its charter)

                Israel                                  Not Applicable
      (State or other jurisdiction                     (I.R.S. Employer
           of incorporation)                         Identification No.)
                                ---------------
                                 5 Basel Street
                                   P.O.B. 3190
                           Petach Tikva, 49131 Israel
                          (Address, including zip code,
                  of registrant's principal executive offices)
                                ---------------

             Teva Pharmaceutical Industries 1994 Stock Option Plan
             (formerly the IVAX Corporation 1994 Stock Option Plan)
          SICOR Inc. Amended and Restated 1997 Long-Term Incentive Plan
         Teva Pharmaceutical Industries 1997 Employee Stock Option Plan
           (formerly the IVAX Corp. 1997 Employee Stock Option Plan)
            Teva Pharmaceuticals USA, Inc. Employee Stock Option Plan
       Teva Pharmaceuticals USA, Inc. 2000 Non-Qualified Stock Option Plan
                    Stock Option Plan for Novopharm Employees
  Teva Pharmaceutical Industries Ltd., 2001 Centenary Global Stock Option Plan
           Teva Pharmaceutical Industries Ltd., 2002 Stock Option Plan
                            for Employees in Israel
           Teva Pharmaceutical Industries Ltd., 2003 Stock Option Plan
                            for Employees in Israel
           Teva Pharmaceutical Industries Ltd., 2004 Stock Option Plan
                            for Employees in Israel
         Teva Pharmaceutical Industries 2004 Incentive Compensation Plan
           (formerly the IVAX Corp. 2004 Incentive Compensation Plan)
          Teva Pharmaceutical Industries Limited 2005 Omnibus Long-Term
                              Share Incentive Plan
    Teva Pharmaceutical Industries Limited 2008 Employee Stock Purchase Plan
                               for U.S. Employees
                                ---------------
                            (Full title of the plans)

                                ---------------
                         Teva Pharmaceuticals USA, Inc.
                                1090 Horsham Road
                         North Wales, Pennsylvania 19454
                           Attention: William S. Marth
                                 (215) 591-3000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                ---------------
                                    copy to:
                              Peter H. Jakes, Esq.
                            Jeffrey S. Hochman, Esq.
                          Willkie Farr & Gallagher LLP
                               787 Seventh Avenue
                          New York, New York 10019-6099
                                 (212) 728-8000
                                ---------------


<PAGE>

<TABLE>

                                                  CALCULATION OF REGISTRATION FEE
<CAPTION>
========================================== ================== ===================== ====================== ========================

           Title of Securities               Amount to be       Proposed Maximum      Proposed Maximum            Amount of
          to be Registered (1)              Registered (2)          Offering              Aggregate         Registration Fee (4)
                                                               Price per Share(3)      Offering Price
------------------------------------------ ------------------ --------------------- ---------------------- ------------------------
<S>                                        <C>                <C>                   <C>                    <C>

Ordinary Shares, NIS 0.1 par value,            3,500,000             $45.51             $159,285,000               $6,260
deposited as American Depositary Shares
========================================== ================== ===================== ====================== ========================
</TABLE>

(1)  American Depositary Shares ("ADSs") issuable on deposit of ordinary shares
     have been registered under a separate registration statement.

(2)  The aggregate number of ordinary shares being registered represents
     3,500,000 ordinary shares being registered under the Teva Pharmaceutical
     Industries Limited 2008 Employee Stock Purchase Plan for U.S. Employees.
     The ordinary shares are represented by a like number of American Depositary
     Shares. This Registration Statement covers an indeterminate number of
     additional ordinary shares as may be offered or issued from time to time as
     a result of the antidilution protections of this incentive plan. The number
     of ordinary shares to be registered under this plan referenced in this
     footnote (2) and the number of shares previously registered under the Forms
     S-8 referenced in footnote (4) have been revised to reflect the stock
     splits effected in February 2000, December 2002 and June 2004.

(3)  Based upon the average of the high and low price of an American Depositary
     Share on September 15, 2008, on the Nasdaq National Market, pursuant to
     Rule 457(h) under the Securities Act of 1933, as amended, for the purpose
     of calculation of the registration fee. One American Depositary Share
     equals one ordinary share.

(4)  Pursuant to Rule 429(a) of the rules and regulations under the Securities
     Act of 1933, as amended, the prospectuses prepared under Part I of Form S-8
     also relate to the ordinary shares included in the Registration Statement
     on Form S-8, File No. 333-13108, the Registration Statement on Form S-8,
     File No. 333-09784, the Registration Statement on Form S-8, File No.
     333-96725, the Registration Statement on Form S-8, File No. 333-112115, the
     Registration Statement on Form S-8, File No. 333-112930, the Registration
     Statement on Form S-8, File No. 33-118978, the Registration Statement on
     Form S-8, File No. 333-126264, the Registration Statement on Form S-8, File
     No. 333-131274. Such ordinary shares are represented by American Depositary
     Shares. The filing fees previously paid in connection with the registration
     of such ordinary shares were $23,122.66, $3,495.14, $2,167.79, $6,719.25,
     $10,278.26, $18,613.36, $10,242.72 and $266,368.77 respectively, based on
     the then-applicable filing fees.

================================================================================


<PAGE>


                                EXPLANATORY NOTES

     This Registration Statement on Form S-8 incorporates by reference the
Registrant's previous Registration Statements on Form S-8 (Nos. 333-13108,
333-09784, 333-96725, 333-112115, 333-112930, 333-118978, 333-126264 and
333-131274). Any items included with these previous Registration Statements not
expressly changed hereby shall be as set forth in such previous Registration
Statements.

     This Registration Statement registers ordinary shares in connection with
the offering of ordinary share-based awards to employees of Teva Pharmaceutical
Industries Limited and its subsidiaries and affiliates under the Teva
Pharmaceutical Industries Limited 2008 Employee Stock Purchase Plan for U.S.
Employees.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the SEC are incorporated herein by
reference:

     (a)  Our Annual Report on Form 20-F for the year ended December 31, 2007,
          filed with the SEC on February 29, 2008;

     (b)  Our Current Reports on Form 6-K, filed with the SEC on January 10,
          2008, January 17, 2008, January 22, 2008, January 30, 2008, February
          21, 2008, April 3, 2008, May 12, 2008, May 20, 2008, May 23, 2008,
          June 26, 2008, June 30, 2008, July 18, 2008, July 22, 2008, July 23,
          2008, July 29, 2008, August 13, 2008, August 19, 2008, August 26,
          2008, September 3, 2008, September 15, 2008 and September 16, 2008
          (two filings); and

     (c)  The description of Teva's ordinary shares, par value NIS 0.10 per
          share and the American Depositary Shares representing the ordinary
          shares, contained in the registration statement on Form F-4, filed on
          September 16, 2008, as amended (Registration Statement No.
          333-153497).

     All reports and other documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all the securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such reports and documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which is incorporated or
deemed to be incorporated by reference modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

     You may obtain copies of these documents free of charge by contacting us at
our address or telephone number set forth below:

                     Teva Pharmaceutical Industries Limited
                                 5 Basel Street
                                  P.O. Box 3190
                            Petach Tikva 49131 Israel
                                 972-3-926-7267
                            Attn: Corporate Secretary


                                      II-1


<PAGE>


Item 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Part Six, Chapter Three of Israel's Companies Law 5759-1999 includes the
following sections relating to indemnification and insurance of its "office
holders" (as defined in section 1 of the Israeli Companies Law, and to whom we
refer hereinafter as officers):

     "Article Three: Exemption, Indemnification and Insurance

     Company's power to grant exemption, indemnification and insurance

     258. (a)  A company does not have the right to grant any of its officers
               exemption from his responsibility for a breach of trust toward
               it.

          (b)  A company has the right to grant an officer exemption from his
               responsibility for a breach of the obligation of caution toward
               it only in accordance with the provisions of this Chapter.

          (c)  A company has the right to insure the responsibility of its
               officer or to indemnify him only in accordance with the
               provisions of this Chapter.

     Authorization to grant exemption

     259. (a)  A company may in advance exempt its officer from all or some of
               his responsibility for damage due to his violation of the
               obligation of caution toward it, if there is a provision to that
               end in the Articles of Association.

          (b)  Despite the provisions in subsection (a), a company is not
               entitled to exempt its officer in advance from his responsibility
               toward it, pursuant to a breach by such officer of his obligation
               of caution in respect of a dividend distribution.

     Permission on the matter of indemnification

     260. (a)  If the company's articles of association include one of the
               provisions specified in subsection (b), then it may indemnify its
               officer in respect of a liability or expense specified in
               paragraphs (1), (1a) and (2), with which he was charged or which
               he expended in consequence of an act which he performed by virtue
               of being its officer:

               (1)  a monetary liability imposed on him by a judgment in favor
                    of another person, including a judgment imposed on him in a
                    compromise or in an arbitrator's decision that was approved
                    by a court;


                                      II-2


<PAGE>


               (1a) reasonable litigation expenses, including attorney's fees,
                    expended by the officer pursuant to an inquiry or a
                    proceeding conducted in respect of such officer by an
                    authority authorized to conduct same, which was concluded
                    without the submission of an indictment against him and
                    without any financial penalty being imposed on him instead
                    of a criminal proceeding or which was concluded without the
                    submission of an indictment against him but with a financial
                    penalty being imposed on him instead of a criminal
                    proceeding, in respect of a criminal act the proof of which
                    does not require criminal intent.

                    In this subsection (1a):

                    (i) a proceeding concluded without the submission of an
                    indictment shall mean that the relevant proceeding ended by
                    virtue of the case against him or her being closed in
                    accordance with the provisions of Section 62 of the Israeli
                    Criminal Procedure Law, 1982, or by virtue of a stay of the
                    proceedings by the Attorney General in accordance with the
                    provisions of Section 231 of the Israeli Criminal Procedure
                    Law, 1982; and

                    (ii) a financial penalty imposed instead of a criminal
                    proceeding shall mean a monetary penalty imposed in
                    accordance with the law instead of a criminal proceeding,
                    including an administrative fine in accordance with the
                    Israeli Administrative Crimes Law, 1985, a penalty for a
                    crime that is considered a crime in respect of which a fine
                    may be imposed, in accordance with the provisions of the
                    Israeli Criminal Procedure Law, 1982, a monetary sanction or
                    a fine.

               (2)  reasonable legal expenses, including attorney's fees, which
                    the officer incurred or with which he was charged by the
                    Court, in a proceeding brought against him by the company,
                    in its name or by another person, or in a criminal
                    prosecution in which he was found innocent, or in a criminal
                    prosecution in which he was convicted of an offense that
                    does not require proof of criminal intent.

          (b)  The provision on indemnification in the Articles of Association
               can be any one of the following:

               (1)  a provision that permits the company to give an undertaking
                    in advance that it will indemnify its officer, in each of
                    the following, which we refer to as an undertaking to
                    indemnify:

                    (a) as detailed in subsection (a)(1) on condition that the
                    undertaking shall be limited to categories of events which
                    in the Board of Directors' opinion can be foreseen in light
                    of the activities of the company when the undertaking to
                    indemnify is given, and to an amount or criteria set by the
                    Board of Directors as reasonable under the circumstances,
                    and that in the undertaking to


                                      II-3


<PAGE>


                    indemnify the events which in the Board of Directors'
                    opinion can be foreseen in light of the activities of the
                    company when the undertaking to indemnify is given or
                    mentioned, and the amount or criteria set by the Board of
                    Directors as reasonable under the circumstances are
                    mentioned; and

                    (b) as detailed in subsection a(1a) or a(2).

               (2)  a provision that permits the company to indemnify its
                    officer retroactively (which we refer to hereinafter as
                    permission to indemnify).

     Insurance of liability

     261. If the company's Articles of Association include a provision to that
          end, then it may enter into a contract for the insurance of an
          officer's responsibility for any liability that will be imposed on him
          in consequence of an act which he performed by virtue of being its
          officer, in each of the following circumstances:

          (1)  violation of the obligation of caution towards the company or
               towards another person;

          (2)  breach of trust against the company, on condition that the
               officer acted in good faith and that he had reasonable grounds to
               assume that the act would not cause the company any harm;

          (3)  a monetary obligation that will be imposed on him to the benefit
               of another person.

     Change of articles of association

     262. (a)  In a private company in which the shares are divided into
               classes, a decision to include a provision on exemption or
               indemnification in the articles of association requires--in
               addition to approval by the General Meeting--also approval by
               Class Meetings.

          (b)  In a public company, in which the officer is a controlling member
               as defined in section 268, the decision of the General Meeting to
               include a provision on exemption, indemnification or insurance in
               the Articles of Association requires--in addition to the majority
               required for a change of the Articles of Association--also
               approval by the shareholders who do not have a personal interest
               in the approval of the decision, as required in respect of an
               exceptional transaction under the provisions of section
               275(a)(3).

     Invalid provisions

     263. A provision in the Articles of Association, which permits the company
          to enter into a contract for the insurance of its officer; a provision
          in the Articles of Association or a Board of Directors decision to
          permit indemnification of an


                                      II-4


<PAGE>


          officer; or a provision in the articles of association that exempts an
          officer from responsibility toward the company for any of the
          following shall not be valid:

          (1)  a breach of trust, except in respect of indemnification and
               insurance for a breach of trust as said in section 261(2);

          (2)  a violation of the obligation of caution, which was committed
               intentionally or recklessly, except in the event that same was
               committed negligently;

          (3)  an act committed with the intention to realize a personal
               unlawful profit;

          (4)  a fine or monetary penalty imposed on him.

     No conditions

     264. (a)  Any provision in the Articles of Association, in a contract or
               given in any other manner, which directly or indirectly makes the
               provisions of this Article conditional shall be of no effect.

          (b)  An undertaking to indemnify or to insure an officer's
               responsibility in consequence of a breach of trust toward the
               company shall not be valid, except for a breach of trust as
               stated in subsection 261(2), and an officer shall not, directly
               or indirectly, accept such an undertaking; acceptance of a said
               undertaking constitutes a breach of trust."

     Teva's officers and directors are covered by a liability insurance policy
which insures them against expenses and liabilities of the type normally insured
against under such policies.

     The Articles of Association of Teva, as amended, include provisions under
which directors and officers of Teva are or may be insured or indemnified
against liability which they may incur in their capacities as such, subject to
the Israeli Companies Law.

     Articles 102 through 105 of Teva's amended Articles of Association provide
as follows:

     "102. Subject to the provisions of the Law, the Company shall be entitled
          to engage in a contract for insurance of the liability of any officer
          of the Company, in whole or in part, as a result of any of the
          following:

          (a)  Breach of a duty of care vis-a-vis the Company or vis-a-vis
               another person;

          (b)  Breach of a fiduciary duty vis-a-vis the Company, provided that
               the officer acted in good faith and had reasonable grounds to
               believe that the action in question would not adversely affect
               the Company;

          (c)  Financial liability which shall be imposed upon said officer in
               favor of another person as a result of any action which was
               performed by said officer in his or her capacity as an officer of
               the Company.


                                      II-5


<PAGE>


     103. Subject to the provisions of the Law, the Company shall be entitled to
          agree in advance to indemnify any officer of the Company as a result
          of a liability or an expense imposed on him or her or expended by him
          or her as a result of any action which was performed by said officer
          in his or her capacity as an officer of the Company, in respect of any
          of the following:

          (a)  Financial liability imposed upon said officer in favor of another
               person by virtue of a decision by a court of law, including a
               decision by way of settlement or a decision in arbitration which
               has been confirmed by a court of law, provided that the agreement
               to indemnify shall be limited to events that, in the opinion of
               the Board of Directors of the Company, are foreseeable, in light
               of the Company's activities at the time that the agreement of
               indemnification was given, and shall further be limited to
               amounts or criteria that the Board of Directors has determined to
               be reasonable under the circumstances, and provided further that
               in the agreement of indemnification the events that the Board of
               Directors believes to be foreseeable in light of the Company's
               activities at the time that the agreement of indemnification was
               given are mentioned, as is the amount or criteria that the Board
               of Directors determined to be reasonable under the relevant
               circumstances.

          (b)  Reasonable litigation expenses, including attorney fees, expended
               by the officer as a result of an inquiry or a proceeding
               conducted in respect of such officer by an authority authorized
               to conduct same, which was concluded without the submission of an
               indictment against said officer and either (i) without any
               financial penalty being imposed on said officer instead of a
               criminal proceeding (as such term is defined in the Israeli
               Companies Law, 1999), or (ii) with a financial penalty being
               imposed on said officer instead of a criminal proceeding, in
               respect of a criminal charge which does not require proof of
               criminal intent.

          (c)  Reasonable litigation expenses, including attorney fees, which
               said officer shall have expended or shall have been obligated to
               expend by a court of law, in any proceedings which shall have
               been filed against said officer by or on behalf of the Company or
               by another person, or with regard to any criminal charge of which
               said officer was acquitted, or with regard to any criminal charge
               of which said officer was convicted which does not require proof
               of criminal intent.

     104. Subject to the provisions of the Law, the Company shall be entitled to
          indemnify any officer of the Company retroactively, for any liability
          or expenditure as set forth in Article 103 above, which was imposed
          upon said officer as a result of any action which was performed by
          said officer in his or her capacity as an officer of the Company.

     105. Subject to the provisions of the Law, the Company shall be entitled,
          in advance, to exempt any officer of the Company from liability, in
          whole or in part, with regard to damage incurred as a result of the
          breach of duty of care vis-a-vis the Company."


                                      II-6


<PAGE>


Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

Item 8.  EXHIBITS.

     4.1  Amended and Restated Deposit Agreement, dated January 11, 2008, as
          amended, among Teva Pharmaceutical Industries Limited, The Bank of New
          York Mellon, as depository, and the holders from time to time of
          shares (incorporated by reference to Teva Pharmaceutical Industries
          Limited's Registration Statement on Form F-6 (Reg. No. 333-116672))

     5.1  Opinion of Tulchinsky Stern Marciano Cohen & Co.

     5.2  Opinion of Willkie Farr & Gallagher LLP

     23.1 Consent of Kesselman & Kesselman

     23.2 Consent of Tulchinsky Stern Marciano Cohen & Co. (included as part of
          Exhibit 5.1 to this Registration Statement)

     23.3 Consent of Willkie Farr & Gallagher LLP (included as part of Exhibit
          5.2 to this Registration Statement)

Item 9.  UNDERTAKINGS.

(a)  The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933, as amended (the "Securities Act");

          (ii) To reflect in the prospectus any facts or events arising after
               the effective date of the Registration Statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the Registration Statement; and

          (iii) To include any material information with respect to the plan of
               distribution not previously disclosed in the Registration
               Statement or any material change to such information in the
               Registration Statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          with or furnished to the SEC by the Registrant pursuant to Section 13
          or Section 15(d) of the Exchange Act that are incorporated by
          reference in the Registration Statement.


                                      II-7


<PAGE>


          (2)  That, for the purpose of determining any liability under the
               Securities Act, each such post-effective amendment shall be
               deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

(b)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of the
     Registrant, the Registrant has been advised that in the opinion of the SEC
     such indemnification is against public policy as expressed in the
     Securities Act and is, therefore, unenforceable. In the event that a claim
     for indemnification against such liabilities (other than the payment by the
     Registrant of expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.

(c)  The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act that is incorporated by reference in the Registration
     Statement shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.


                                      II-8


<PAGE>


                        SIGNATURES and POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Petach Tikva, Country of Israel, on the 16th day of
September 2008.

                                   TEVA PHARMACEUTICAL INDUSTRIES LIMITED



                                   By:  /s/ Shlomo Yanai
                                        ----------------------------------------
                                        Shlomo Yanai
                                        President and Chief Executive Officer

     KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors
and/or officers of Teva Pharmaceutical Industries Limited, a corporation
organized under the laws of Israel, hereby constitutes and appoints Shlomo
Yanai, William S. Marth and Eyal Desheh, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution, for him or
her and in his or her name, place and stead, in any and all capacities, to sign,
execute and deliver a registration statement filed on Form S-8 and any and all
amendments (including post-effective amendments) thereto, and to sign any
registration statement for the same offering covered by such registration
statement that is to be effective upon filing pursuant to Rule 462 promulgated
under the Securities Act of 1933, as amended, and all post-effective amendments
thereto, and to file the same, with all exhibits thereto and all documents in
connection therewith, with the U.S. Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or his, her or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

          Name                      Title(s)                        Date
          ----                      --------                        ----


/s/ Eli Hurvitz                   Chairman                   September 16, 2008
------------------------
Eli Hurvitz


/s/ Shlomo Yanai                President and                September 16, 2008
------------------------   Chief Executive Officer
Shlomo Yanai


                                      II-9


<PAGE>


/s/ Eyal Desheh            Chief Financial Officer           September 16, 2008
------------------------
Eyal Desheh



/s/ Phillip Frost               Vice Chairman                September 16, 2008
------------------------
Phillip Frost


/s/ Roger Abravanel               Director                   September 16, 2008
------------------------
Roger Abravanel


/s/ Ruth Cheshin                  Director                   September 16, 2008
------------------------
Ruth Cheshin


/s/ Abraham E. Cohen              Director                   September 16, 2008
------------------------
Abraham E. Cohen


/s/ Meir Heth                     Director                   September 16, 2008
------------------------
Meir Heth


/s/ Roger Kornberg                Director                   September 16, 2008
------------------------
Roger Kornberg


                                  Director                   September __, 2008
------------------------
Moshe Many


/s/ Leora Meridor                 Director                   September 16, 2008
------------------------
Leora Meridor


                                  Director                   September __, 2008
------------------------
Dan Propper


/s/ Dov Shafir                    Director                   September 16, 2008
------------------------
Dov Shafir


/s/ David Shamir                  Director                   September 16, 2008
------------------------
David Shamir


/s/ Ory Slonim                    Director                   September 16, 2008
------------------------
Ory Slonim


                                     II-10


<PAGE>


/s/ Harold Snyder                 Director                   September 16, 2008
------------------------
Harold Snyder


/s/ William S. Marth           Authorized U.S.               September 16, 2008
------------------------       Representative
William S. Marth


                                     II-11


<PAGE>


                                  EXHIBIT INDEX
                                  -------------

Exhibit No.
-----------

     4.1       Amended and Restated Deposit Agreement, dated January 11, 2008,
               among Teva Pharmaceutical Industries Limited, The Bank of New
               York, as depository, and the holders from time to time of shares
               (incorporated by reference to Post-Effective Amendment No. 2 to
               the Teva Pharmaceutical Industries Limited's Registration
               Statement on Form F-6 (Reg. No. 333-116672))

     5.1       Opinion of Tulchinsky Stern Marciano Cohen & Co.

     5.2       Opinion of Willkie Farr & Gallagher LLP

     23.1      Consent of Kesselman & Kesselman

     23.2      Consent of Tulchinsky Stern Marciano Cohen & Co. (included as
               part of Exhibit 5.1 to this Registration Statement)

     23.3      Consent of Willkie Farr & Gallagher LLP (included as part of
               Exhibit 5.2 to this Registration Statement)


                                     II-12
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{"company-data": {"conformed-name": "TEVA PHARMACEUTICAL INDUSTRIES LTD", "cik": "0000818686", "assigned-sic": "2834", "irs-number": "000000000", "state-of-incorporation": "L3", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-153503", "film-number": "081074148"}, "business-address": {"street1": "5 BAZEL ST", "street2": "P O B 3190", "city": "PETACH TIKVA", "state": "L3", "zip": "49131"}, "mail-address": {"street1": "TEVA PHARMACEUTICAL INDUSTRIES LIMITED", "street2": "5 BAZEL ST PO B 3190", "city": "PETACH TIKVA", "state": "L3", "zip": "49131"}}
As filed with the Securities and Exchange Commission on September 16, 2008
                                                           Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ---------------
                     TEVA PHARMACEUTICAL INDUSTRIES LIMITED
             (Exact name of registrant as specified in its charter)

                Israel                                  Not Applicable
      (State or other jurisdiction                     (I.R.S. Employer
           of incorporation)                         Identification No.)
                                ---------------
                                 5 Basel Street
                                   P.O.B. 3190
                           Petach Tikva, 49131 Israel
                          (Address, including zip code,
                  of registrant's principal executive offices)
                                ---------------

             Teva Pharmaceutical Industries 1994 Stock Option Plan
             (formerly the IVAX Corporation 1994 Stock Option Plan)
          SICOR Inc. Amended and Restated 1997 Long-Term Incentive Plan
         Teva Pharmaceutical Industries 1997 Employee Stock Option Plan
           (formerly the IVAX Corp. 1997 Employee Stock Option Plan)
            Teva Pharmaceuticals USA, Inc. Employee Stock Option Plan
       Teva Pharmaceuticals USA, Inc. 2000 Non-Qualified Stock Option Plan
                    Stock Option Plan for Novopharm Employees
  Teva Pharmaceutical Industries Ltd., 2001 Centenary Global Stock Option Plan
           Teva Pharmaceutical Industries Ltd., 2002 Stock Option Plan
                            for Employees in Israel
           Teva Pharmaceutical Industries Ltd., 2003 Stock Option Plan
                            for Employees in Israel
           Teva Pharmaceutical Industries Ltd., 2004 Stock Option Plan
                            for Employees in Israel
         Teva Pharmaceutical Industries 2004 Incentive Compensation Plan
           (formerly the IVAX Corp. 2004 Incentive Compensation Plan)
          Teva Pharmaceutical Industries Limited 2005 Omnibus Long-Term
                              Share Incentive Plan
    Teva Pharmaceutical Industries Limited 2008 Employee Stock Purchase Plan
                               for U.S. Employees
                                ---------------
                            (Full title of the plans)

                                ---------------
                         Teva Pharmaceuticals USA, Inc.
                                1090 Horsham Road
                         North Wales, Pennsylvania 19454
                           Attention: William S. Marth
                                 (215) 591-3000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                ---------------
                                    copy to:
                              Peter H. Jakes, Esq.
                            Jeffrey S. Hochman, Esq.
                          Willkie Farr & Gallagher LLP
                               787 Seventh Avenue
                          New York, New York 10019-6099
                                 (212) 728-8000
                                ---------------
CALCULATION OF REGISTRATION FEE
========================================== ================== ===================== ====================== ========================

           Title of Securities               Amount to be       Proposed Maximum      Proposed Maximum            Amount of
          to be Registered (1)              Registered (2)          Offering              Aggregate         Registration Fee (4)
                                                               Price per Share(3)      Offering Price
------------------------------------------ ------------------ --------------------- ---------------------- ------------------------
Ordinary Shares, NIS 0.1 par value,            3,500,000             $45.51             $159,285,000               $6,260
deposited as American Depositary Shares
========================================== ================== ===================== ====================== ========================
(1)  American Depositary Shares ("ADSs") issuable on deposit of ordinary shares
     have been registered under a separate registration statement.

(2)  The aggregate number of ordinary shares being registered represents
     3,500,000 ordinary shares being registered under the Teva Pharmaceutical
     Industries Limited 2008 Employee Stock Purchase Plan for U.S. Employees.
     The ordinary shares are represented by a like number of American Depositary
     Shares. This Registration Statement covers an indeterminate number of
     additional ordinary shares as may be offered or issued from time to time as
     a result of the antidilution protections of this incentive plan. The number
     of ordinary shares to be registered under this plan referenced in this
     footnote (2) and the number of shares previously registered under the Forms
     S-8 referenced in footnote (4) have been revised to reflect the stock
     splits effected in February 2000, December 2002 and June 2004.

(3)  Based upon the average of the high and low price of an American Depositary
     Share on September 15, 2008, on the Nasdaq National Market, pursuant to
     Rule 457(h) under the Securities Act of 1933, as amended, for the purpose
     of calculation of the registration fee. One American Depositary Share
     equals one ordinary share.

(4)  Pursuant to Rule 429(a) of the rules and regulations under the Securities
     Act of 1933, as amended, the prospectuses prepared under Part I of Form S-8
     also relate to the ordinary shares included in the Registration Statement
     on Form S-8, File No. 333-13108, the Registration Statement on Form S-8,
     File No. 333-09784, the Registration Statement on Form S-8, File No.
     333-96725, the Registration Statement on Form S-8, File No. 333-112115, the
     Registration Statement on Form S-8, File No. 333-112930, the Registration
     Statement on Form S-8, File No. 33-118978, the Registration Statement on
     Form S-8, File No. 333-126264, the Registration Statement on Form S-8, File
     No. 333-131274. Such ordinary shares are represented by American Depositary
     Shares. The filing fees previously paid in connection with the registration
     of such ordinary shares were $23,122.66, $3,495.14, $2,167.79, $6,719.25,
     $10,278.26, $18,613.36, $10,242.72 and $266,368.77 respectively, based on
     the then-applicable filing fees.

================================================================================
EXPLANATORY NOTES

     This Registration Statement on Form S-8 incorporates by reference the
Registrant's previous Registration Statements on Form S-8 (Nos. 333-13108,
333-09784, 333-96725, 333-112115, 333-112930, 333-118978, 333-126264 and
333-131274). Any items included with these previous Registration Statements not
expressly changed hereby shall be as set forth in such previous Registration
Statements.

     This Registration Statement registers ordinary shares in connection with
the offering of ordinary share-based awards to employees of Teva Pharmaceutical
Industries Limited and its subsidiaries and affiliates under the Teva
Pharmaceutical Industries Limited 2008 Employee Stock Purchase Plan for U.S.
Employees.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the SEC are incorporated herein by
reference:

     (a)  Our Annual Report on Form 20-F for the year ended December 31, 2007,
          filed with the SEC on February 29, 2008;

     (b)  Our Current Reports on Form 6-K, filed with the SEC on January 10,
          2008, January 17, 2008, January 22, 2008, January 30, 2008, February
          21, 2008, April 3, 2008, May 12, 2008, May 20, 2008, May 23, 2008,
          June 26, 2008, June 30, 2008, July 18, 2008, July 22, 2008, July 23,
          2008, July 29, 2008, August 13, 2008, August 19, 2008, August 26,
          2008, September 3, 2008, September 15, 2008 and September 16, 2008
          (two filings); and

     (c)  The description of Teva's ordinary shares, par value NIS 0.10 per
          share and the American Depositary Shares representing the ordinary
          shares, contained in the registration statement on Form F-4, filed on
          September 16, 2008, as amended (Registration Statement No.
          333-153497).

     All reports and other documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all the securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such reports and documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which is incorporated or
deemed to be incorporated by reference modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

     You may obtain copies of these documents free of charge by contacting us at
our address or telephone number set forth below:

                     Teva Pharmaceutical Industries Limited
                                 5 Basel Street
                                  P.O. Box 3190
                            Petach Tikva 49131 Israel
                                 972-3-926-7267
                            Attn: Corporate Secretary

                                      II-1
Item 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Part Six, Chapter Three of Israel's Companies Law 5759-1999 includes the
following sections relating to indemnification and insurance of its "office
holders" (as defined in section 1 of the Israeli Companies Law, and to whom we
refer hereinafter as officers):

     "Article Three: Exemption, Indemnification and Insurance

     Company's power to grant exemption, indemnification and insurance

     258. (a)  A company does not have the right to grant any of its officers
               exemption from his responsibility for a breach of trust toward
               it.

          (b)  A company has the right to grant an officer exemption from his
               responsibility for a breach of the obligation of caution toward
               it only in accordance with the provisions of this Chapter.

          (c)  A company has the right to insure the responsibility of its
               officer or to indemnify him only in accordance with the
               provisions of this Chapter.

     Authorization to grant exemption

     259. (a)  A company may in advance exempt its officer from all or some of
               his responsibility for damage due to his violation of the
               obligation of caution toward it, if there is a provision to that
               end in the Articles of Association.

          (b)  Despite the provisions in subsection (a), a company is not
               entitled to exempt its officer in advance from his responsibility
               toward it, pursuant to a breach by such officer of his obligation
               of caution in respect of a dividend distribution.

     Permission on the matter of indemnification

     260. (a)  If the company's articles of association include one of the
               provisions specified in subsection (b), then it may indemnify its
               officer in respect of a liability or expense specified in
               paragraphs (1), (1a) and (2), with which he was charged or which
               he expended in consequence of an act which he performed by virtue
               of being its officer:

               (1)  a monetary liability imposed on him by a judgment in favor
                    of another person, including a judgment imposed on him in a
                    compromise or in an arbitrator's decision that was approved
                    by a court;

                                      II-2
(1a) reasonable litigation expenses, including attorney's fees,
                    expended by the officer pursuant to an inquiry or a
                    proceeding conducted in respect of such officer by an
                    authority authorized to conduct same, which was concluded
                    without the submission of an indictment against him and
                    without any financial penalty being imposed on him instead
                    of a criminal proceeding or which was concluded without the
                    submission of an indictment against him but with a financial
                    penalty being imposed on him instead of a criminal
                    proceeding, in respect of a criminal act the proof of which
                    does not require criminal intent.

                    In this subsection (1a):

                    (i) a proceeding concluded without the submission of an
                    indictment shall mean that the relevant proceeding ended by
                    virtue of the case against him or her being closed in
                    accordance with the provisions of Section 62 of the Israeli
                    Criminal Procedure Law, 1982, or by virtue of a stay of the
                    proceedings by the Attorney General in accordance with the
                    provisions of Section 231 of the Israeli Criminal Procedure
                    Law, 1982; and

                    (ii) a financial penalty imposed instead of a criminal
                    proceeding shall mean a monetary penalty imposed in
                    accordance with the law instead of a criminal proceeding,
                    including an administrative fine in accordance with the
                    Israeli Administrative Crimes Law, 1985, a penalty for a
                    crime that is considered a crime in respect of which a fine
                    may be imposed, in accordance with the provisions of the
                    Israeli Criminal Procedure Law, 1982, a monetary sanction or
                    a fine.

               (2)  reasonable legal expenses, including attorney's fees, which
                    the officer incurred or with which he was charged by the
                    Court, in a proceeding brought against him by the company,
                    in its name or by another person, or in a criminal
                    prosecution in which he was found innocent, or in a criminal
                    prosecution in which he was convicted of an offense that
                    does not require proof of criminal intent.

          (b)  The provision on indemnification in the Articles of Association
               can be any one of the following:

               (1)  a provision that permits the company to give an undertaking
                    in advance that it will indemnify its officer, in each of
                    the following, which we refer to as an undertaking to
                    indemnify:

                    (a) as detailed in subsection (a)(1) on condition that the
                    undertaking shall be limited to categories of events which
                    in the Board of Directors' opinion can be foreseen in light
                    of the activities of the company when the undertaking to
                    indemnify is given, and to an amount or criteria set by the
                    Board of Directors as reasonable under the circumstances,
                    and that in the undertaking to

                                      II-3
indemnify the events which in the Board of Directors'
                    opinion can be foreseen in light of the activities of the
                    company when the undertaking to indemnify is given or
                    mentioned, and the amount or criteria set by the Board of
                    Directors as reasonable under the circumstances are
                    mentioned; and

                    (b) as detailed in subsection a(1a) or a(2).

               (2)  a provision that permits the company to indemnify its
                    officer retroactively (which we refer to hereinafter as
                    permission to indemnify).

     Insurance of liability

     261. If the company's Articles of Association include a provision to that
          end, then it may enter into a contract for the insurance of an
          officer's responsibility for any liability that will be imposed on him
          in consequence of an act which he performed by virtue of being its
          officer, in each of the following circumstances:

          (1)  violation of the obligation of caution towards the company or
               towards another person;

          (2)  breach of trust against the company, on condition that the
               officer acted in good faith and that he had reasonable grounds to
               assume that the act would not cause the company any harm;

          (3)  a monetary obligation that will be imposed on him to the benefit
               of another person.

     Change of articles of association

     262. (a)  In a private company in which the shares are divided into
               classes, a decision to include a provision on exemption or
               indemnification in the articles of association requires--in
               addition to approval by the General Meeting--also approval by
               Class Meetings.

          (b)  In a public company, in which the officer is a controlling member
               as defined in section 268, the decision of the General Meeting to
               include a provision on exemption, indemnification or insurance in
               the Articles of Association requires--in addition to the majority
               required for a change of the Articles of Association--also
               approval by the shareholders who do not have a personal interest
               in the approval of the decision, as required in respect of an
               exceptional transaction under the provisions of section
               275(a)(3).

     Invalid provisions

     263. A provision in the Articles of Association, which permits the company
          to enter into a contract for the insurance of its officer; a provision
          in the Articles of Association or a Board of Directors decision to
          permit indemnification of an

                                      II-4
officer; or a provision in the articles of association that exempts an
          officer from responsibility toward the company for any of the
          following shall not be valid:

          (1)  a breach of trust, except in respect of indemnification and
               insurance for a breach of trust as said in section 261(2);

          (2)  a violation of the obligation of caution, which was committed
               intentionally or recklessly, except in the event that same was
               committed negligently;

          (3)  an act committed with the intention to realize a personal
               unlawful profit;

          (4)  a fine or monetary penalty imposed on him.

     No conditions

     264. (a)  Any provision in the Articles of Association, in a contract or
               given in any other manner, which directly or indirectly makes the
               provisions of this Article conditional shall be of no effect.

          (b)  An undertaking to indemnify or to insure an officer's
               responsibility in consequence of a breach of trust toward the
               company shall not be valid, except for a breach of trust as
               stated in subsection 261(2), and an officer shall not, directly
               or indirectly, accept such an undertaking; acceptance of a said
               undertaking constitutes a breach of trust."

     Teva's officers and directors are covered by a liability insurance policy
which insures them against expenses and liabilities of the type normally insured
against under such policies.

     The Articles of Association of Teva, as amended, include provisions under
which directors and officers of Teva are or may be insured or indemnified
against liability which they may incur in their capacities as such, subject to
the Israeli Companies Law.

     Articles 102 through 105 of Teva's amended Articles of Association provide
as follows:

     "102. Subject to the provisions of the Law, the Company shall be entitled
          to engage in a contract for insurance of the liability of any officer
          of the Company, in whole or in part, as a result of any of the
          following:

          (a)  Breach of a duty of care vis-a-vis the Company or vis-a-vis
               another person;

          (b)  Breach of a fiduciary duty vis-a-vis the Company, provided that
               the officer acted in good faith and had reasonable grounds to
               believe that the action in question would not adversely affect
               the Company;

          (c)  Financial liability which shall be imposed upon said officer in
               favor of another person as a result of any action which was
               performed by said officer in his or her capacity as an officer of
               the Company.

                                      II-5
103. Subject to the provisions of the Law, the Company shall be entitled to
          agree in advance to indemnify any officer of the Company as a result
          of a liability or an expense imposed on him or her or expended by him
          or her as a result of any action which was performed by said officer
          in his or her capacity as an officer of the Company, in respect of any
          of the following:

          (a)  Financial liability imposed upon said officer in favor of another
               person by virtue of a decision by a court of law, including a
               decision by way of settlement or a decision in arbitration which
               has been confirmed by a court of law, provided that the agreement
               to indemnify shall be limited to events that, in the opinion of
               the Board of Directors of the Company, are foreseeable, in light
               of the Company's activities at the time that the agreement of
               indemnification was given, and shall further be limited to
               amounts or criteria that the Board of Directors has determined to
               be reasonable under the circumstances, and provided further that
               in the agreement of indemnification the events that the Board of
               Directors believes to be foreseeable in light of the Company's
               activities at the time that the agreement of indemnification was
               given are mentioned, as is the amount or criteria that the Board
               of Directors determined to be reasonable under the relevant
               circumstances.

          (b)  Reasonable litigation expenses, including attorney fees, expended
               by the officer as a result of an inquiry or a proceeding
               conducted in respect of such officer by an authority authorized
               to conduct same, which was concluded without the submission of an
               indictment against said officer and either (i) without any
               financial penalty being imposed on said officer instead of a
               criminal proceeding (as such term is defined in the Israeli
               Companies Law, 1999), or (ii) with a financial penalty being
               imposed on said officer instead of a criminal proceeding, in
               respect of a criminal charge which does not require proof of
               criminal intent.

          (c)  Reasonable litigation expenses, including attorney fees, which
               said officer shall have expended or shall have been obligated to
               expend by a court of law, in any proceedings which shall have
               been filed against said officer by or on behalf of the Company or
               by another person, or with regard to any criminal charge of which
               said officer was acquitted, or with regard to any criminal charge
               of which said officer was convicted which does not require proof
               of criminal intent.

     104. Subject to the provisions of the Law, the Company shall be entitled to
          indemnify any officer of the Company retroactively, for any liability
          or expenditure as set forth in Article 103 above, which was imposed
          upon said officer as a result of any action which was performed by
          said officer in his or her capacity as an officer of the Company.

     105. Subject to the provisions of the Law, the Company shall be entitled,
          in advance, to exempt any officer of the Company from liability, in
          whole or in part, with regard to damage incurred as a result of the
          breach of duty of care vis-a-vis the Company."

                                      II-6
Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

Item 8.  EXHIBITS.

     4.1  Amended and Restated Deposit Agreement, dated January 11, 2008, as
          amended, among Teva Pharmaceutical Industries Limited, The Bank of New
          York Mellon, as depository, and the holders from time to time of
          shares (incorporated by reference to Teva Pharmaceutical Industries
          Limited's Registration Statement on Form F-6 (Reg. No. 333-116672))

     5.1  Opinion of Tulchinsky Stern Marciano Cohen & Co.

     5.2  Opinion of Willkie Farr & Gallagher LLP

     23.1 Consent of Kesselman & Kesselman

     23.2 Consent of Tulchinsky Stern Marciano Cohen & Co. (included as part of
          Exhibit 5.1 to this Registration Statement)

     23.3 Consent of Willkie Farr & Gallagher LLP (included as part of Exhibit
          5.2 to this Registration Statement)

Item 9.  UNDERTAKINGS.

(a)  The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933, as amended (the "Securities Act");

          (ii) To reflect in the prospectus any facts or events arising after
               the effective date of the Registration Statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the Registration Statement; and

          (iii) To include any material information with respect to the plan of
               distribution not previously disclosed in the Registration
               Statement or any material change to such information in the
               Registration Statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          with or furnished to the SEC by the Registrant pursuant to Section 13
          or Section 15(d) of the Exchange Act that are incorporated by
          reference in the Registration Statement.

                                      II-7
(2)  That, for the purpose of determining any liability under the
               Securities Act, each such post-effective amendment shall be
               deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

(b)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of the
     Registrant, the Registrant has been advised that in the opinion of the SEC
     such indemnification is against public policy as expressed in the
     Securities Act and is, therefore, unenforceable. In the event that a claim
     for indemnification against such liabilities (other than the payment by the
     Registrant of expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.

(c)  The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act that is incorporated by reference in the Registration
     Statement shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

                                      II-8
SIGNATURES and POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Petach Tikva, Country of Israel, on the 16th day of
September 2008.

                                   TEVA PHARMACEUTICAL INDUSTRIES LIMITED

                                   By:  /s/ Shlomo Yanai
                                        ----------------------------------------
                                        Shlomo Yanai
                                        President and Chief Executive Officer

     KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors
and/or officers of Teva Pharmaceutical Industries Limited, a corporation
organized under the laws of Israel, hereby constitutes and appoints Shlomo
Yanai, William S. Marth and Eyal Desheh, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution, for him or
her and in his or her name, place and stead, in any and all capacities, to sign,
execute and deliver a registration statement filed on Form S-8 and any and all
amendments (including post-effective amendments) thereto, and to sign any
registration statement for the same offering covered by such registration
statement that is to be effective upon filing pursuant to Rule 462 promulgated
under the Securities Act of 1933, as amended, and all post-effective amendments
thereto, and to file the same, with all exhibits thereto and all documents in
connection therewith, with the U.S. Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or his, her or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

          Name                      Title(s)                        Date
          ----                      --------                        ----

/s/ Eli Hurvitz                   Chairman                   September 16, 2008
------------------------
Eli Hurvitz

/s/ Shlomo Yanai                President and                September 16, 2008
------------------------   Chief Executive Officer
Shlomo Yanai

                                      II-9
/s/ Eyal Desheh            Chief Financial Officer           September 16, 2008
------------------------
Eyal Desheh

/s/ Phillip Frost               Vice Chairman                September 16, 2008
------------------------
Phillip Frost

/s/ Roger Abravanel               Director                   September 16, 2008
------------------------
Roger Abravanel

/s/ Ruth Cheshin                  Director                   September 16, 2008
------------------------
Ruth Cheshin

/s/ Abraham E. Cohen              Director                   September 16, 2008
------------------------
Abraham E. Cohen

/s/ Meir Heth                     Director                   September 16, 2008
------------------------
Meir Heth

/s/ Roger Kornberg                Director                   September 16, 2008
------------------------
Roger Kornberg

                                  Director                   September __, 2008
------------------------
Moshe Many

/s/ Leora Meridor                 Director                   September 16, 2008
------------------------
Leora Meridor

                                  Director                   September __, 2008
------------------------
Dan Propper

/s/ Dov Shafir                    Director                   September 16, 2008
------------------------
Dov Shafir

/s/ David Shamir                  Director                   September 16, 2008
------------------------
David Shamir

/s/ Ory Slonim                    Director                   September 16, 2008
------------------------
Ory Slonim

                                     II-10
/s/ Harold Snyder                 Director                   September 16, 2008
------------------------
Harold Snyder

/s/ William S. Marth           Authorized U.S.               September 16, 2008
------------------------       Representative
William S. Marth

                                     II-11
EXHIBIT INDEX
                                  -------------

Exhibit No.
-----------

     4.1       Amended and Restated Deposit Agreement, dated January 11, 2008,
               among Teva Pharmaceutical Industries Limited, The Bank of New
               York, as depository, and the holders from time to time of shares
               (incorporated by reference to Post-Effective Amendment No. 2 to
               the Teva Pharmaceutical Industries Limited's Registration
               Statement on Form F-6 (Reg. No. 333-116672))

     5.1       Opinion of Tulchinsky Stern Marciano Cohen & Co.

     5.2       Opinion of Willkie Farr & Gallagher LLP

     23.1      Consent of Kesselman & Kesselman

     23.2      Consent of Tulchinsky Stern Marciano Cohen & Co. (included as
               part of Exhibit 5.1 to this Registration Statement)

     23.3      Consent of Willkie Farr & Gallagher LLP (included as part of
               Exhibit 5.2 to this Registration Statement)

                                     II-12