UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A
(Rule 13d-102)

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

Rule 13d-1(d)

CUSIP No. 898697-10-7

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Hapoalim Nechasim (Menayot) Ltd.

2.

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

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
ISRAEL

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
3,492,112 (1)

6.

Shared Voting Power

7.

Sole Dispositive Power
2,986,679 (2)

8.

Shared Dispositive Power

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,492,112

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
5.4%

12.

Type of Reporting Person (See Instructions)
CO

Item 1.

(a)

Name of Issuer
Tucows Inc.

(b)

Address of Issuer’s Principal Executive Offices
96 Mowat Avenue
Toronto, Ontario M6K 3M1
Canada

Item 2.

(a)

Name of Person Filing
Hapoalim Nechasim (Menayot) Ltd. (“Hapoalim”)

(b)

Address of Principal Business Office or, if none, Residence
Hapoalim Nechasim (Menayot) Ltd.
50 Rothschild Blvd.,
Tel Aviv, Israel

(c)

Citizenship
Hapoalim is a corporation organized under the laws of  ISRAEL.

(d)

Title of Class of Securities
Common Stock

(e)

CUSIP Number
898697-10-7

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

Hapoalim may be deemed to be the beneficial owner, within the meaning of Rule 13d-3 of the Exchange Act, of 3,492,112 shares of Common Stock.

(b)

Percent of class:   

5.4%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

Hapoalim has sole power to vote or direct the vote of 3,492,112 shares of Common Stock.

(ii)

Shared power to vote or to direct the vote    

Not applicable.

(iii)

Sole power to dispose or to direct the disposition of   

Hapoalim has the sole power to dispose or to direct the disposition of 2,986,679 shares of Common Stock.  Of the 3,492,112 shares of Common Stock beneficially owned by Hapoalim, 505,433 shares of Common Stock are being held in escrow and Hapoalim may only dispose of such shares pursuant to the terms of the escrow agreement.

(iv)

Shared power to dispose or to direct the disposition of   

Not applicable.

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 five percent of the class of securities, check the following   o.

Not applicable.

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 or Control Person

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

Not applicable.

CUSIP No. 898697-10-7

February 17, 2004

Date

HAPOALIM NECHASIM (MENAYOT) LTD.

By:

/s/ Ori Shalev

/s/ Chaim Messing

Name:

Ori Shalev

Name:

Chaim Messing

Title:

Dep’ Manager

Title:

Dep’ Manager