UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D
(Amendment No. 3)*

Under the Securities Exchange Act of 1934

Medis Technologies Ltd.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

58500P107

(CUSIP Number)

Kent Lawson
Longview Asset Management, LLC
222 N. LaSalle Street, Suite 2000
Chicago, Illinois 60601
(312) 236-6300

Brian B. Gilbert, Esq.
Gould & Ratner LLP
222 N.  LaSalle Street, Suite 800
Chicago, Illinois 60601
(312) 236-3003

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 9, 2006

(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box.  [   ]

Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits.  See Section 240.13d-7
for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).

CUSIP No.  58500P107	13D	Page 3 of 9

1.  Names of Reporting Persons.  I.R.S. Identification Nos. of above
persons (entities only).

Longview Asset Management, LLC / 36-4245844

2.  Check the Appropriate Box if a Member of a Group (See Instructions):

(a)

(b) X

3.  SEC Use Only:

4.  Source of Funds (See Instructions): OO

5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e):

6.  Citizenship or Place of Organization: Delaware

7.  Sole Voting Power: 0

8.  Shared Voting Power: 2,370,285

9.  Sole Dispositive Power: 0

10.  Shared Dispositive Power: 2,370,285

11.  Aggregate Amount Beneficially Owned by Each Reporting Person: 2,370,285

12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):

13.  Percent of Class Represented by Amount in Row (11):  5.12%

14.  Type of Reporting Person (See Instructions): IA (Limited Liability Company)

CUSIP No.  58500P107	13D	Page 4 of 9

1.  Names of Reporting Persons.  I.R.S. Identification Nos. of above persons
(entities only).

Geoffrey F.  Grossman, not individually but solely as Trustee of the Edward
Memorial Trust

2.  Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b) X

3.  SEC Use Only

4.  Source of Funds (See Instructions): OO

5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e):

6.  Citizenship or Place of Organization: United States

7.  Sole Voting Power: 0

8.  Shared Voting Power: 2,370,285

9.  Sole Dispositive Power: 0

10.  Shared Dispositive Power: 2,370,285

11.  Aggregate Amount Beneficially Owned by Each Reporting Person: 2,370,285

12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):

13.  Percent of Class Represented by Amount in Row (11): 5.12%

14.  Type of Reporting Person (See Instructions): IN

CUSIP No.  58500P107	13D	Page 5 of 9

1.  Names of Reporting Persons.  I.R.S.  Identification Nos. of above persons
(entities only).

ARELJAY, L.P. / 36-6063421

2.  Check the Appropriate Box if a Member of a Group (See Instructions):

(a)

(b) X

3.  SEC Use Only:

4.  Source of Funds (See Instructions): OO

5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e):

6.  Citizenship or Place of Organization: Illinois

7.  Sole Voting Power: 0

8.  Shared Voting Power: 2,370,285

9.  Sole Dispositive Power: 0

10.  Shared Dispositive Power: 2,370,285

11.  Aggregate Amount Beneficially Owned by Each Reporting Person: 2,370,285

12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):

13.  Percent of Class Represented by Amount in Row (11):  5.12%

14.  Type of Reporting Person (See Instructions): OO (Limited Partnership)

CUSIP No.  58500P107	13D	Page 6 of 9

This filing amends Amendment No. 2 to Schedule 13D filed by the Reporting
Persons and CVF, LLC ("CVF") on September 2, 2003.  The Reporting Persons (as
defined below) listed on the cover page to this Schedule 13D hereby make the
following Statement pursuant to Section 13(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") and the rules and regulations promulgated
thereunder.

James A. Star was previously listed as a Reporting Person in error.  Under the
terms of the Amended and Restated Limited Liability Company Agreement of
Longview Asset Management, LLC dated July 1, 2003, Edward Memorial Trust, as
Managing Member, has exclusive right, power and authority to manage and control
the business and affairs of Longview Asset Management, LLC.

ITEM 1.  SECURITY AND ISSUER

The class of equity securities to which this Statement relates is the common
stock, $0.01 par value per share (the "Common Stock"), of Medis Technologies
Ltd., a Delaware corporation (the "Issuer").  The principal executive offices
of the Issuer are located at 805 Third Avenue, New York, New York  10022.

ITEM 2.  IDENTITY AND BACKGROUND

This statement is being filed on behalf of (a) Longview Asset Management,
LLC ("Longview"); (b) Geoffrey F. Grossman, not individually but solely as
Trustee of the Edward Memorial Trust, the Managing Member of Longview
("Mr. Grossman"); and (c) Areljay L.P. ("Areljay" and, together with Longview
and Mr. Grossman, the "Reporting Persons").

Longview's principal business is managing investment portfolios for its clients
("Longview Clients").  The principal place of business and principal offices of
Longview are located at 222 N. LaSalle Street, Suite 2000, Chicago, Illinois
60601.  Longview Clients include certain of the Reporting Persons, including
Areljay, and their family members, entities in which the foregoing individuals
hold interests, and trusts for their benefit ("Reporting Person Family Members
and Entities").  Certain Longview Clients, including without limitation
Reporting Person Family Members and Entities, hold shares of Common Stock.
Longview has sole voting and dispositive power over the Common Stock held
in Longview Clients' securities accounts and, accordingly, is deemed to be the
beneficial owner, for purposes of Section 13(d) of the Securities Exchange Act
of 1934, as amended (the "1934 Act"), of the Common Stock held in such
accounts.  Except for such deemed beneficial ownership, Longview does not
own any Common Stock or other securities of the Issuer.

Mr. Grossman is a Partner of Seyfarth Shaw LLP, a Chicago, Illinois law firm.
His place of business and principal office is located at 131 S. Dearborn
Street, Suite 2400, Chicago, Illinois 60603.


CUSIP No.  58500P107	13D	Page 7 of 9

Areljay makes venture capital and other investments in companies, funds and
other entities.  Areljay maintains its principal place of business and
principal offices at 222 N. LaSalle Street, Suite 2000, Chicago, Illinois
60601.  On January 9, 2006, Areljay was the sole owner of Class A Units of
CVF.

During the last five years, none of the Reporting Persons or any officer or
director of Longview has been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors).  During the last five years,
none of the Reporting Persons or any officer or director of Longview has been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree or final order (i) enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or (ii) finding a violation with respect to
such laws.

Longview is a limited liability company formed under the laws of the State of
Delaware.  Mr. Grossman is a citizen of the United States of America.  Areljay
is a limited partnership formed under the laws of the State of Illinois.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The securities of the Issuer beneficially owned by CVF were distributed to
its sole Class A Units member, Areljay, on January 9, 2006. CVF no longer owns
any securities of the Issuer and is therefore no longer a Reporting Person.

ITEM 4.  PURPOSE OF TRANSACTION

Longview Clients beneficially own all of the shares of Common Stock of the
Issuer reported by Longview hereunder.  The securities reported hereunder were
acquired and are held by Longview Clients for investment purposes.  Longview
Clients have no present plans to acquire additional securities of the Issuer,
or dispose of securities of the Issuer.  Depending on market conditions and
other factors that the Reporting Persons may deem material, the Reporting
Persons may purchase additional shares of Common Stock on behalf of Longview
Clients in the open market or in private transactions.  Depending on these
same factors, the Reporting Persons may sell all or a portion of the shares
of Common Stock beneficially owned by such persons in the open market or in
private transactions.

Representatives of Longview have participated, and may participate in the
future, in discussions with the Issuer's management about matters relating to
the business, operations and assets of the Issuer and matters related thereto,
including matters that may be specified in Items 4(a)-(j) of Schedule 13D.
Also, consistent with the investment purpose, the Reporting Persons may engage
in communications with one on more shareholders of the Issuer and one or more
members of the board of directors of the Issuer, regarding the Issuer and its
business, operations, assets, management, governance, ownership or capital
structure.

Except to the extent that the foregoing may be deemed a plan or proposal,
none of the Reporting Persons has any plans or proposals which relate to, or
could result in, any of the matters referred

CUSIP No.  58500P107	13D	Page 8 of 9

to in paragraphs (a) through (j), inclusive, of the Instructions to Item 4 of
Schedule 13D.  The Reporting Persons may, at any time and from time to time,
review or reconsider their position and/or change their purpose and/or
formulate plans or proposals with respect thereto.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER

(a) - (b) (i) By virtue of its management of Longview Clients' securities
accounts, including accounts held for the benefit of certain of the Reporting
Persons and Reporting Person Family Members and Entities, as of August 7, 2009
Longview may be deemed to beneficially own 2,370,285 shares of Common
Stock, representing approximately 5.12% of the outstanding shares of Common
Stock, calculated in accordance with Rule 13d-3 under the Exchange Act (based
upon 46,337,555 shares of Common Stock issued and outstanding as of May 15,
2009 as reported by the Issuer in its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2009, filed on May 18, 2009).  Longview shares the
power to vote and dispose of the 2,370,285 shares of Common Stock which it
may be deemed to beneficially own.

(ii)  Geoffrey F. Grossman, not individually but solely as Trustee of the
Edward Memorial Trust, may be deemed to beneficially own 2,370,285 shares of
Common Stock as of August 7, 2009, representing approximately 5.12% of the
outstanding shares of Common Stock as of such date, calculated in accordance
with Rule 13d-3 under the Exchange Act, by virtue of his status as Trustee of
the Edward Memorial Trust, the sole member of Longview.  Mr. Grossman, not
individually but solely as Trustee of the Edward Memorial Trust, shares the
power to vote and dispose of the 2,370,285 shares of Common Stock which he
may be deemed to beneficially own.  Mr. Grossman has no pecuniary interest in
any of the shares he may be deemed to beneficially own.  Mr. Grossman
disclaims beneficial ownership of all of the shares reported hereunder.

(iii)  As of August 7, 2009, Areljay owns an aggregate of 2,370,285 shares of
Common Stock, representing in the aggregate approximately 5.12% of the
outstanding shares of Common Stock as of such date, calculated in accordance
with Rule 13d-3 under the Exchange Act.  Areljay and the other Reporting
Persons share voting and dispositive power over all Common Stock owned by
Areljay.

(c)  Not applicable.

(d)  Each Longview Client has the right to receive dividends, if any, paid in
respect of, and the proceeds from the sale of, the securities reported
hereunder.  Neither Longview nor Mr. Grossman has the right to receive
dividends paid in respect of, or the proceeds from the sale of, the securities
reported hereunder.

 (e)  CVF ceased to be a Reporting Person and the beneficial owner of more
than five percent of the securities of Issuer on January 9, 2006 by virtue of
its distribution of all Common Stock of the Issuer owned by CVF at such time
to Areljay, its sole Class A Unit owner.


CUSIP No.  58500P107	13D	Page 9 of 9

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

As part of its client relationships, Longview has the power to direct the
voting and the disposition of shares of Common Stock owned by Longview
Clients in the accounts that

Longview manages, pursuant to investment advisory agreements.  None of
such agreements, however, require that such accounts be invested in securities
of the Issuer or include in their provisions any terms specifically relating
to or varying with the investment of the accounts in securities of the Issuer.

Other than (i) the Reporting Persons' investment advisory agreements entered
into with Longview, as described above, and (ii) Mr. Grossman's ownership
interest in Longview, not individually but solely as the Trustee of the Edward
Memorial Trust, none of the Reporting Persons is a party to any contract,
arrangement, understanding or relationship (legal or otherwise) with respect
to any securities of the Issuer.

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

See Exhibit Index appearing below, which is incorporated herein by reference.

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

	ARELJAY L.P.

	By:  Resource Holdings, Inc., General Partner

	        By:  __/s/ David M. Rubin____________
		      David M. Rubin, Secretary

	LONGVIEW ASSET MANAGEMENT, LLC

	By: _/s/ Kent Lawson____________________
	    Kent Lawson, Chief Operating Officer



	_/s/ Geoffrey F. Grossman_____________________
	Geoffrey F. Grossman, not individually but
	solely as trustee of the Edward Memorial Trust


EXHIBIT INDEX

1.        Joint Filing Agreement dated as of August 7, 2009 by and among the
Reporting Persons.

EXHIBIT 99.1

JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as
amended, each of the undersigned does hereby consent and agree to the joint
filing on behalf of each of them of a Statement on Schedule 13D and all
amendments thereto with respect to Medis Technologies Ltd., par value $0.01
per share, beneficially owned by each of them, and to the inclusion of this
Joint Filing Agreement as an exhibit thereto.

August 7, 2009

	ARELJAY L.P.

	By:  Resource Holdings, Inc., General Partner

	        By:  _/s/ David M. Rubin_____________
		     David M. Rubin, Secretary

	LONGVIEW ASSET MANAGEMENT, LLC

	By: _/s/ Kent Lawson______________________
	    Kent Lawson, Chief Operating Officer


	_/s/ Geoffrey F. Grossman______________________
	Geoffrey F. Grossman, not individually but
	solely as trustee of the Edward Memorial Trust