Some 40,000 Israelis demonstrated in Tel Aviv last night to demand that Prime Minister Ehud Olmert order an independent state inquiry into his government's handling of the war in Lebanon.

The rally was the largest public show of dissatisfaction with Olmert since he took office in May. Polls show his popularity has tumbled amid public frustration with Israel's failure to crush Hezbollah guerrillas.

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The 34-day campaign, launched after Hezbollah captured two soldiers in a cross-border raid, ended with an August 14 truce that has largely held. Olmert has pledged only a government probe into the war instead of an independent inquiry.

Police said a crowd of around 40,000 thronged Rabin Square in Tel Aviv. Many in the crowd, which spilled into nearby streets, were reservists who served during the war.

Organizers said they were happy with the turnout, though some protests against past governments have been much bigger.

Speakers complained that the army had been ill equipped and civilians ill prepared to face Hezbollah rockets that rained on northern Israel during the fighting. A total of 1,200 Lebanese, mostly civilians, and 157 Israelis, two-thirds of them soldiers, were killed in the war.

Protesters sent up cries of: "Olmert go home."

Spurning the calls from the demonstrators, Olmert told a news conference in Jerusalem: "I see things differently."

The prime minister has vowed to hold an internal probe of the war, under a panel his cabinet has yet to name. Israeli media said the cabinet was likely to put off a decision on naming the panel that had been expected today.

Among the speakers in Tel Aviv were leaders of both left and right-wing parties opposed to Olmert's centrist Kadima. They formed an odd alliance of those who supported the war and those who wanted to end it sooner.

"Never has there been such confusion and contradictory orders issued in the handling of a war," said former defense minister Moshe Arens, of the right-wing Likud party.

Yossi Sarid, a former lawmaker with the leftist Meretz party called on Olmert, Defense Minister Amir Peretz and Chief of Staff Dan Halutz to resign. "If you don't return home on your own initiative, Israeli democracy will send you home," Sarid said.

Protest leader Eliad Shraga said, "We hope to open the prime minister's eyes," to force him to name an independent commission of inquiry headed by a Supreme Court justice to investigate the army's failings.