Exhibit 99(b)(3)


            [LETTERHEAD OF A.O. ADAV FINANCIAL CONSULTANTS LTD.]


                                                     Tel Aviv, December 15, 1998


Messrs:
The Board of Directors of IDB Development Corporation Ltd.
3 Daniel Frisch Street
Tel Aviv.


Dear Members of the Board of Directors,

        RE:  OPINION DATED OCTOBER 15, 1998 RELATING TO THE FAIRNESS
         OF THE EXCHANGE RATIO OF THE SHARES OF DISCOUNT INVESTMENT
       CORPORATION LTD. AND SHARES OF PEC ISRAEL ECONOMIC CORPORATION
       --------------------------------------------------------------

1.   On October 15, 1998 an Opinion was submitted to you (hereinafter:  "the 
     Opinion") relating to the fairness of the exchange ratio determined in 
     the context of an agreement for the transfer of 14,937,792 common shares 
     of US dollar 1 par value each of the PEC Israel Economic Corporation 
     ("PEC"). We were requested by you to check whether there were 
     significant developments or changes from the date of the Opinion 
     relating to the value of the net assets of the companies which would 
     require a change in the Opinion.

2.   As we stated in our Opinion, in view of the similarity of the 
     investments portfolio of the two companies, the exchange ratio has a low 
     sensitivity to reasonable changes in the values of the companies held by 
     Discount Investments and PEC.

3.   In order to check the aforementioned we studied the amended Immediate 
     Report of IDB Development, the financial statements of Discount 
     Investments, PEC and important companies included in their investment 
     portfolios for the third quarter of 1998, we checked the data available 
     to the public (including developments in the stock exchange prices of 
     the affiliated listed companies) and surveys published about companies 
     and the branches in which they operate, and received additional data and 
     clarifications from the managements of Discount Investments and PEC.

4.   In view of the procedures we applied, the details of which are mentioned 
     above, and in view of the low sensitivity, as mentioned, of the exchange 
     ratio to changes in the values of the affiliated companies, in our 
     opinion, despite changes which took place in the evaluations of some of 
     the affiliated companies, there were no material developments or changes 
     from the date of the Opinion relating to the value of the net assets of 
     Discount Investments and PEC, which would require a change in the 
     Opinion.




5.   It should be emphasized that this letter should be read together with 
     our letter of October 15, 1998.

6.   This letter is not a reevaluation of the exchange ratio.

7.   In addition, we were requested to give a professional opinion regarding 
     the fairness of the issue of 10,712 additional shares of Discount 
     Investments to IDB Development in consideration for 3,484 shares of 
     Property and Building Corp. Ltd., based on the net asset value of 
     Discount Investments and the value of Property and Building Corp. Ltd. 
     as determined in the said exchange ratio evaluation. In our opinion the 
     issue of 10,712 additional shares of Discount Investments in 
     consideration for 3,484 shares of Property and Building Ltd. was fair 
     and reasonable from the point of view of IDB Development.

8.   We agree that this letter will be included and/or mentioned in the 
     amended Immediate Report to be published regarding the engagement.



                                                      Yours sincerely,


                                                        Arie Ovadia
                                            A.O. Adav Financial Consultants Ltd.





            [LETTERHEAD OF A.O. ADAV FINANCIAL CONSULTANTS LTD.]


                                                      Tel Aviv, October 15, 1998


Messrs:
The Board of Directors of IDB Development Corporation Ltd.
3 Daniel Frisch Street
Tel Aviv.


Dear Members of the Board of Directors,

               RE: FAIRNESS OF THE EXCHANGE RATIO BETWEEN SHARES
                 OF DISCOUNT INVESTMENTS CORPORATION LTD. AND
                  SHARES OF PEC ISRAEL ECONOMIC CORPORATION
                  -----------------------------------------

1.   We were requested by you to give a professional opinion relating to the 
     fairness of the exchange ratio determined in the framework of the 
     agreement for a transfer of 14,937,792 common shares of US$1 par value 
     each of PEC Economic Corporation ("PEC"), which comprise 81.4% of the 
     rights in that company, held by IDB Development Corporation Ltd. 
     (hereinafter: "IDB Development") to Discount Investments Corporation 
     Ltd. ("Discount Investments") in consideration for a private placement 
     of 17,395,593 common shares of NIS 1 par value each of Discount 
     Investments (hereinafter: "the Private Placement"). The exchange ratio 
     was determined according to an average ratio of 1.327 between the net 
     assets value of Discount Investments and the net assets value of PEC. It 
     should be mentioned that the investment portfolios of the two companies 
     are very similar in their composition and about 80% of the net value of 
     the assets of the two companies are based on identical investments in 
     over 40 corporations. According to simulations carried out by us, the 
     exchange ratio has a very low sensitivity to changes within reasonable 
     fields (+/- 25%) of the value of the companies' net assets.

2.   The Opinion focuses on the question whether the exchange ratio 
     determined in the said agreement reflects, from an economic point of 
     view, a fair and reasonable exchange ratio from the point of view of 
     IDB Development.

3.   For the purpose of preparing the Opinion we based ourselves on data 
     included in the opinions of Prof. Yitzhak Swary and Uri Cohen, CPA. of 
     Yitzhak Swary Ltd., dated October 15, 1998 ("Swary") and we assumed 
     their correctness, exactness and completeness. We were not requested and 
     did not carry out independent checks to verify the above-mentioned data 
     or to verify the Results of Operations of Discount Investments and PEC 
     and/or the companies held by them.




4.   For the purpose of preparing the Opinion, we studied the following 
     documents:

     4.1   Swary's opinion.

     4.2   The working papers of Itzbak Swary Ltd. with regard to Swary's 
           opinion.

     4.3   The audited financial statements of Discount Investments and PEC 
           for the year ended December 31, 1997 and the reviewed financial 
           statements for the period of six months ended June 30, 1998.

     4.4   The audited financial statements of the companies held by Discount 
           Investments and PEC for the year ended December 31, 1997 and the 
           reviewed financial statements for the period of six months ended 
           June 30, 1998.

     4.5   PEC's 10-K form for the year ended December 31, 1997.

     4.6   PEC's 10-Q form for the period of 6 months ended June 30, 1998. 

     4.7   Publicly available data and reviews published about the Companies 
           and branches in which they operate.

     4.8   The clarifications given to us by Discount Investments and PEC on 
           our request regarding details in the agreement and the items in 
           the financial statements.

     4.9   The immediate reports of Discount Investments and IDB Development 
           dated October 15, 1998 which relate to the Private Placement.

5.   For the purpose of preparing our Opinion we met with Prof. Swary and Uri 
     Cohen, CPA of Swary Ltd., and received from them explanations and 
     details about Swary's Opinion.

6.   The Opinion does not include any stand or recommendation whether to 
     carry out the Private Placement. The Opinion is not a recommendation to 
     shareholders of Discount Investments and/or PEC and/or IDB Development 
     how to vote in general meetings with regard to the Private Placement.

7.   We hereby certify that we have no personal interest in Discount 
     Investments and/or PEC and/or IDB Development and that we have no 
     personal interest in the exchange ratio determined. It should be 
     clarified that we were not partners in the negotiations between Discount 
     Investments and IDB Development.

8.   Regarding the Opinion IDB Development undertook to A.O. Adav Financial 
     Consultants Ltd. (hereinafter: "Adav") as follows: If Adav will be sued 
     in a legal proceedings to pay any amount whatsoever to a third party in 
     a legal proceeding for a reason which may result directly or indirectly 
     from this Opinion, IDB Development will compensate Adav for all 
     reasonable expenses which Adav will accrue or be required to pay for 
     legal representation, legal consulting, professional consulting, 
     defending itself from legal proceedings, negotiations, etc., and IDB 
     Development will compensate ADAV for the amount it will be charged, in 
     the legal




     proceeding, to pay a third party over and above one million US dollars. 
     The amount of compensation will not apply if it is determined that Adav 
     acted in supplying the services, the subject of the Opinion, with 
     serious negligence or with malicious intent.

9.   After studying the documents mentioned in clause 4 and our meetings as 
     detailed in clause 5, we consider, to the best of our professional 
     opinion, that the exchange ratio determined in the said agreement in 
     clause 1 above, reflects a fair and reasonable ratio from the point of 
     view of IDB Development.

     We would like to emphasize, that in view of the legal limitations 
     connected with the possibility of a public issue in the U.S. of Cellcom 
     Israel Ltd. ("Cellcom") whose shares are held among others by Discount 
     Investments and PEC, we were requested by you to check the fairness and 
     reasonability of the exchange ratio taking into account the general
     indication of a ratio in the field of Cellcom's value. The indication is 
     based on a comparison of the market prices and multipliers of similar
     European cellular companies, taking into account the discount resulting 
     from a lack or marketability and liquidity of the investment in Cellcom 
     compared to those companies checked. We should state that the investments 
     of Discount Investments and PEC in Cellcom are material to their economic 
     value, but the ownership has little significant effect on the exchange 
     ratio due their identical holdings in Cellcom. It should be emphasized 
     that in view of your aforementioned instructions, we did not carry out an 
     evaluation and did not apply any other procedures relating to the
     investments in Cellcom.

     As in our Opinion the indications checked by us and the range of 
     variance checked by us with regard to the value of Cellcom (+/- 25%) 
     reflect a reasonable range of Cellcom's economic value, and as a change 
     in the estimated value of Cellcom in the range mentioned, does not 
     result in a significant variance in the results of the exchange ratio. 
     In our Opinion this limitation does not harm the reasonability and 
     validity that the exchange ratio is fair and reasonable.

10.  The Opinion does not express the price in which the shares of Discount 
     Investments and/or PEC should be traded after the notice of approval or 
     after implementation of the Private Placement. The evaluation of the 
     exchange ratio is not an evaluation of the value of the assets or the 
     share capital of Discount Investments and/or PEC.

11.  We hereby agree that this Opinion is attached and/or mentioned in the 
     Immediate Report.


                                                      Yours sincerely,


                                                        Arie Ovadia
                                            A.O. Adav Financial Consultants Ltd.