8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported) November 5, 2006

AMPAL-AMERICAN ISRAEL CORPORATION

(Exact Name of Registrant as Specified in Charter)

New York 0-538 13-0435685



(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

111 Arlozorov Street, Tel Aviv, Israel 62098


(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code 1-866-447-8636

N/A

(Former Name or Former Address, if Changed Since Last Report)

        Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

        o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

        o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

        o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

        o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)



Item 7.01 Regulation FD Disclosure.

        On November 5, 2006, Ampal-American Israel Corporation (the “Company”) issued a press release with respect to its intention to offer notes to Israeli institutional investors in a private placement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

        This Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any of the Company’s securities.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description of Exhibit

99.1 Press release of Ampal-American Israel Corporation, dated November 5, 2006.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 7, 2006

AMPAL-AMERICAN ISRAEL CORPORATION


By: /s/ Yoram Firon
——————————————
Yoram Firon
Vice President - Investments
and Corporate Affairs

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EXHIBIT INDEX

99.1 Press release of Ampal-American Israel Corporation, dated November 5, 2006.

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