8-K/A

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

FORM 8-K/A
Amendment No. 1

CURRENT REPORT

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

Date of Report (Date of earliest event reported): December 2, 2009

Ampal-American Israel Corporation
(Exact name of registrant as specified in its charter)






New York	0-538	13-0435685
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)






555 Madison Avenue
New York, NY, USA	10022
(Address of principal executive offices)	(Zip Code)

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

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))

Explanatory Note

This Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) is being filed to amend the Item 9.01 disclosure contained in, and the exhibits attached to, the Current Report on Form 8-K dated December 2, 2009 and filed by Ampal-American Israel Corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”) on December 3, 2009 (the “Initial Form 8-K”). The Company intended to file as Exhibit 99.1 to the Initial Form 8-K only the audited financial statements of 012 Smile.Communications Ltd. (“012 Smile”) contained in pages F-1 through F-47 of 012 Smile’s Annual Report on Form 20-F for the year ended December 31, 2008 (the “012 Smile 20-F”) not the entire 012 Smile 20-F. Accordingly, the Company is filing the following Item 9.01 disclosure and the exhibits attached to this Amendment No. 1 to replace the Item 9.01 disclosure contained in, and exhibits attached to, the Initial 8-K.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements.

Audited Financial Statements for the years ended December 31, 2008 and December 31, 2007 of 012 Smile.Communications Ltd. are filed herewith as Exhibit 99.1 and include the following:

—

Report of Independent Registered Public Accounting Firm.

—

Consolidated Balance Sheets.

—

Consolidated Statements of Income.

—

Consolidated Statements of Changes in Shareholders' Equity.

—

Consolidated Statements of Cash Flows.

—

Notes to the audited consolidated financial statements.

The Interim Report of 012 Smile.Communications Ltd. as of September 30, 2009 and for the nine month period ended thereon is filed herewith as Exhibit 99.2 and includes the following:

—

Condensed Consolidated Balance Sheets.

—

Condensed Consolidated Statements of Income.

—

Condensed Consolidated Statements of Changes in Shareholders' Equity and Comprehensive Income.

—

Condensed Consolidated Statements of Cash Flows.

—

Notes to the Condensed Consolidated financial statements.

(b) Pro Forma Financial Information.

Included as Exhibit 99.3 to this Form 8-K are:

—

Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2009, prepared as if the consummation of the transaction to purchase 012 Smile’s business occurred on September 30, 2009.

—

Unaudited Pro Forma Condensed Consolidated Statement of Operations for the nine months ended September 30, 2009, prepared as if the consummation of the transaction to purchase 012 Smile’s business occurred on January 1, 2008.

—

Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2008, prepared as if the consummation of the transaction to purchase 012 Smile’s business occurred on January 1, 2008.

(d) Exhibits:

EXHIBIT

DESCRIPTION

23.1

Consent of Somekh Chaikin, a member firm of KPMG International, Independent Registered Public Accounting Firm

99.1

Audited Financial Statements of 012 Smile.Communications Ltd. for the Years Ended December 31, 2007 and 2008.

99.2

Unaudited Interim Condensed Consolidated Financial Statements of 012 Smile.Communications Ltd. as of September 30, 2009.

99.3

Unaudited pro forma condensed consolidated financial statements.

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: December 8, 2009

AMPAL-AMERICAN ISRAEL CORPORATION

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

EXHIBIT INDEX