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

                                 SCHEDULE 13G/A
                                (AMENDMENT NO.1)
                                 (RULE 13D-102)

 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c)
         AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                           STARLIMS TECHNOLOGIES LTD.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                  ORDINARY SHARES, PAR VALUE NIS 1.00 PER SHARE
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    M848K109
                     -------------------------------------
                                 (CUSIP Number)

                                DECEMBER 31, 2009
- --------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the following box to designate the rule pursuant to which the Schedule is
filed:

         [_] Rule 13d-1(b)

         [X] Rule 13d-1(c)

         [_] Rule 13d-1(d)

* 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. M848K109

- --------------------------------------------------------------------------------
1.   Name of Reporting Persons

     Harel Insurance Investments & Financial Services Ltd.
- --------------------------------------------------------------------------------
2.   Check the Appropriate Box if a Member of a Group
     (a)  [X]
     (b)  [_]
- --------------------------------------------------------------------------------
3.   SEC Use only

- --------------------------------------------------------------------------------
4.   Place of Organization
     Israel
- --------------------------------------------------------------------------------
                   5.   Sole Voting Power
                        0
Number of          -------------------------------------------------------------
Shares             6.   Shared Voting Power
Beneficially            733,683 Ordinary Shares*
Owned              -------------------------------------------------------------
by Each            7.   Sole Dispositive Power
Reporting               0
Person With:       -------------------------------------------------------------
                   8.   Shared Dispositive Power
                        733,683 Ordinary Shares*
- --------------------------------------------------------------------------------
9.   Aggregate Amount Beneficially Owned by Each Reporting Person
     733,683 Ordinary Shares*
- --------------------------------------------------------------------------------
10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares
     [_]
- --------------------------------------------------------------------------------
11.  Percent of Class Represented by Amount in Row (9)
     8.7%**
- --------------------------------------------------------------------------------
12.  Type of Reporting Person:
     CO
- --------------------------------------------------------------------------------

*See Item 4.

**Based on 8,437,492 Ordinary Shares outstanding as of January 15, 2010 (as
reported by the Issuer on its Form 6-K filed with the Securities and Exchange
Commission on January 20, 2010).


                                     - 2 -



ITEM 1.

(a)  Name of Issuer:

     STARLIMS TECHNOLOGIES LTD. (hereinafter referred to as the "Issuer").

(b)  Address of Issuer's Principal Executive Offices:

     32B HABARZEL STREET, TEL AVIV 69710, ISRAEL

ITEM 2.

(a)-(c) Name of Person Filing, address and citizenship:

     The foregoing entities are collectively referred to as the "Reporting
     Persons" in this Statement:

     Harel Insurance Investments & Financial Services Ltd., an Israeli public
     company ("HIIFS"), with a principal business address at Harel House; 3 Aba
     Hillel St.; Ramat Gan 52118, Israel.

(d)  Title of Class of Securities:

     Ordinary Shares, par value NIS 1.00 per share (the "Ordinary Shares").

(e)  CUSIP Number:

     M848K109

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(B) OR
        240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:

     Not Applicable.

ITEM 4. OWNERSHIP

     Of the 733,683 Ordinary Shares reported in this Statement as beneficially
owned by the Reporting Person (i) 688,766 Ordinary Shares are held for members
of the public through, among others, provident funds and/or mutual funds and/or
pension funds and/or insurance policies, which are managed by subsidiaries of
the Reporting Person, each of which subsidiaries operates under independent
management and makes independent voting and investment decisions, and (ii)
44,917 Ordinary Shares are beneficially held for its own account. Consequently,
this Statement shall not be construed as an admission by the Reporting Person
that it is the beneficial owner of 688,766 Ordinary Shares covered by this
Statement.

     Except as set forth above, see items 5-11 of the cover pages hereto for
beneficial ownership, percentage of class and dispositive power of the Reporting
Persons, which are incorporated herein.

ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

         If this statement is being filed to report the fact that as of the date
         hereof the reporting person has ceased to be the beneficial owner of
         more than 5 percent of the class of securities, check the following [].

ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

         Not Applicable.

ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY, WHICH ACQUIRED
         THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

         Not Applicable.

ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

         Not Applicable.

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP

         Not Applicable.

ITEM 10. CERTIFICATION

         By signing below I certify that, to the best of my knowledge and
         belief, the securities referred to above were not acquired and are not
         held for the purpose of or with the effect of changing or influencing
         the control of the issuer of the securities and were not acquired and
         are not held in connection with or as a participant in any transaction
         having that purpose or effect.


                                     - 3 -



                                   SIGNATURES

     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.

March 1, 2010

                         HAREL INSURANCE INVESTMENTS AND FINANCIAL SERVICES LTD.

                         By: /s/ Hanan Friedman
                         ----------------------
                         Hanan Friedman, authorized signatory of HAREL
                         INSURANCE INVESTMENTS AND FINANCIAL
                         SERVICES LTD.


                                      - 4 -