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

FORM 10-Q

(Mark One)

For the quarterly period ended September 30, 2004

OR

For the transition period from _______________________ to _______________

Commission file number 0-538

AMPAL-AMERICAN ISRAEL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Registrant's Telephone Number, Including Area Code (866) 447-8636

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) , and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

        The number of shares outstanding of the issuer’s Class A Stock, its only authorized common stock, is 19,872,955 (as of November 2, 2004).

AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES

Index to Form 10-Q

ITEM 1. FINANCIAL STATEMENTS

AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of the consolidated financial statements.

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ITEM 1. FINANCIAL STATEMENTS

AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of the consolidated financial statements.

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AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of the consolidated financial statements.

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AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of the consolidated financial statements.

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AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of the consolidated financial statements.

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AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of the consolidated financial statement.

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AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

The accompanying notes are an integral part of the consolidated financial statements.

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AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

The accompanying notes are an integral part of the consolidated financial statements.

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AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE GAIN (LOSS)

The accompanying notes are an integral part of the consolidated financial statements.

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AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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Ampal Communications L.P.

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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES

CRITICAL ACCOUNTING POLICIES

The preparation of Ampal’s consolidated financial statements is in conformity with accounting principles generally accepted in the United States which requires management to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying consolidated financial statements and related footnotes. Actual results may differ from these estimates. To facilitate the understanding of Ampal’s business activities, described below are certain Ampal accounting policies that are relatively more important to the portrayal of its financial condition and results of operations and that require management’s subjective judgments. Ampal bases its judgments on its experience and various other assumptions that it believes to be reasonable under the circumstances. Please refer to Note 1 to Ampal’s consolidated financial statements included in the Annual Report for the year ended December 31, 2003 for a summary of all of Ampal’s significant accounting policies.

Portfolio Investments

The Company accounts for a number of its investments, including many of its investments in the high-technology and communications industries, on the basis of the cost method. Application of this method requires the Company to periodically review these investments in order to determine whether to maintain the current carrying value or to write off some or all of the investment. While the Company uses some objective measurements in its review, such as the portfolio company’s liquidity, burn rate, termination of a substantial number of employees, achievement of milestones set forth in its business plan or projections and seeks to obtain relevant information from the company under review, the review process involves a number of judgments on the part of the Company’s management. These judgments include assessments of the likelihood of the company under review to obtain additional financing, to achieve future milestones, make sales and to compete effectively in its markets. In making these judgments the Company must also attempt to anticipate trends in the particular company’s industry as well as in the general economy. There can be no guarantee that the Company will be accurate in its assessments and judgments. To the extent that the Company is not correct in its conclusion it may decide to write down all or part of the particular investment.

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Investment in MIRS

MIRS Communications Ltd. (“MIRS”) is our largest investment and is being accounted for at cost (our equity interest is 25%). The cost method is applied due to preference features we have been granted in our investment in preferred shares in Mirs. Revenues from guaranteed payments from Motorola are recognized as income. We perform annual tests for impairment regarding our investment.

Marketable Securities

We determine the appropriate classification of marketable securities at the time of purchase. We hold marketable securities classified as trading securities that are carried at fair value, and marketable securities classified as available-for-sale that are carried at fair value with unrealized gains and losses included in the component of accumulated other comprehensive loss in stockholders’ equity. If according to management’s assessment it is determined that a decline in the fair value of the available for sale securities is other than temporary, an impairment loss is recorded and included in the consolidated statements of income as loss from impairment of investments.

Long-Lived Assets

On January 1, 2002, Ampal adopted FAS 144, “Accounting for the Impairment or Disposal of Long- Lived Assets” (“FAS 144”), FAS 144 requires that long- lived assets, to be held and used by an entity, be reviewed for impairment and, if necessary, written down to the estimated fair values, whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through undiscounted future cash flows.

Accounting for Income Taxes

As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves us estimating our current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in our consolidated balance sheet. We must then assess the likelihood that our deferred tax assets will be recovered from future taxable income, and, to the extent we believe that recovery is not likely, we must establish a valuation allowance. To the extent we establish a valuation allowance or increase this allowance in a period, we must include an expense within the tax provision in the statement of operations. A valuation allowance is currently set against certain tax assets because management believes it is more likely than not that these deferred tax assets will not be realized through the generation of future taxable income. We also do not provide for taxes on undistributed earnings of our foreign subsidiaries, as it is our intention to reinvest undistributed earnings indefinitely outside the United States.

Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and our future taxable income for purposes of assessing our ability to realize any future benefit from our deferred tax assets. In the event that actual results differ from these estimates or we adjust these estimates in future periods, our operating results and financial position could be materially affected.

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Results of Operations

Nine months ended September 30, 2004 compared to nine months ended September 30, 2003:

Ampal-American Israel Corporation (“Ampal”) and its subsidiaries (the “Company”) recorded a consolidated net loss of $3.1 million for the nine months ended September 30, 2004 as compared to a net gain of $9.6 million for the same period in 2003. The decrease in net gain is primarily attributable to the decrease in realized and unrealized gains on investments and the increase in tax provision for income taxes in the nine months ended September 30, 2004 as compared to the same period in 2003, which were partially offset by the decrease in loss from impairment, a decrease in interest expense and translation loss in the nine months ended September 30, 2004, as compared to the same period in 2003.

In the nine month period ended September 30, 2004, the Company recorded $6.9 million of realized and unrealized gains on investments, as compared to $24.7 million of realized and unrealized gains in the same period in 2003. The gains recorded in the nine months ended September 30, 2004 are mainly attributable to the sale of assets by PSINet Europe, one of the holdings of Ampal’s investee company, Telecom Partners (“TP”)($2.5 million), (see “Investments”) and approximately 49% of the Company’s holdings in PowerDSine Ltd. (“PowerDSine”) ($3.5 million). The remaining shares of PowerDSine were treated as “available-for-sale” and $2.4 million were recorded as unrealized gains on marketable securities under, “Accumulated Other Comprehensive Loss”. The realized and unrealized gains on investment in the nine months ended September 30, 2003 were primarily attributable to the gains on the sale of the Company’s investment in Granite Hacarmel Investments Ltd. (“Granite”) ($18.2 million). During the nine months ended September 30, 2003, the Company sold approximately 10% of its interest in Granite.

Equity in earnings of affiliates increased to $2.9 million for the nine months ended September 30, 2004, as compared to a gain of $1.9 million for the same period in 2003. The increase is primarily attributable to a $1.7 million loss in Granite, which was recorded in the first quarter of 2003.

In the nine month period ended September 30, 2004, the Company recorded $6.9 million in losses from the impairment of its investments in Shellcase Ltd. ($3.8 million), courses investment in Technology Ltd. ($0.3 million),Identify Solutions Ltd. ($0.7 million), Star Management of Investment II (2000) L.P., ($1.6 million) and Visioncare Ophthalmic Technologies ($0.5 million). In the same period in 2003, the Company recorded a $10.9 million loss from impairment of its investments.

The Company recorded a translation loss of $1.6 million in the nine months ended September 30, 2004 as compared to a translation loss of $2.7 million in the same period in 2003. The translation losses in 2004 and 2003 are attributable to the devaluation of the new Israeli shekel against the U.S. dollar.

The Company recorded lower interest expense of $3.5 million in the nine months ended September 30, 2004, as compared to $4.4 million in the same period in 2003, primarily as a result of lower interest rates.

Results of Operations

Three months ended September 30, 2004 compared to three months ended September 30, 2003:

The Company recorded a consolidated net loss of $2.5 million for the three months ended September 30, 2004 as compared to a net gain of $1.5 million for the same period in 2003. This decrease is primarily attributable to the increase in loss from impairment, to a decrease in tax benefit and an increase in interest expense in the three months ended September 30, 2004 as compared to the same period in 2003. These were partially offset by the increase in realized and unrealized gain on investment and a decrease in translation loss in the three months ended September 30, 2004, as compared to the same period in 2003.

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In the three month period ended September 30, 2004, the Company recorded a $2.1 million realized and unrealized gain on investments, as compared to a $1.7 million realized and unrealized loss on investments in the same period of fiscal 2003. The gains recorded in 2004 are mainly attributable to the sale of assets by PSINet Europe, one of the holdings of Ampal’s investee company, TP ($2.5 million),(see “Investments”) and to the realized and unrealized gains from various tradable securities. The realized and unrealized loss on investments in the three months ended September 30, 2003 were primarily attributable to the Company’s investment in Granite ($2.0 million).

Equity in earnings of affiliates was $1.5 million for the three months ended September 30, 2004, as compared to $1.7 million for the same period in 2003.

In the three-month period ended September 30, 2004, the Company recorded $5.4 million in losses from the impairment of its investments in Shellcase Ltd. ($3.8 million), Star Management of Investment II (2000) L.P. ($0.8 million), Visioncare Opthalmic Technologies ($0.5 million) and Courses Investment in Technology Ltd. ($0.3 million), while in the three-month period ended September 30, 2003, the Company recorded $2.8 million in losses from the impairment of its investments.

The Company did not record a translation loss in the three months ended September 30, 2004 as compared to a translation loss of $0.4 million in the same period in 2003. The translation losses in 2003 are attributable to the devaluation of the new Israeli shekel against the U.S. dollar.

Liquidity and Capital Resources

Cash Flows

On September 30, 2004, cash and cash equivalents were $16.2 million, as compared with $4.6 million at December 31, 2003.

The Company’s sources of cash include cash and cash equivalents, marketable securities, cash from operations, cash from investing activities and amounts available under credit facilities, as described below. The Company believes that these sources are sufficient to fund the current requirements of operations, capital expenditures, investing activities, dividends on preferred stock and other financial commitments of the Company for the next 12 months. However, to the extent that contingencies and payment obligations described below and in other parts of this Quarterly Report require the Company to make unanticipated payments, the Company would need to further utilize these sources of cash. To the extent that the Company intends to rely on the sale of its unpledged marketable securities in order to satisfy its cash needs, it is subject to the risk of a shortfall in the amount of proceeds from any such sale as compared with the anticipated sale proceeds due to a decline in the market price of those securities. In the event of a decline in the market price of its marketable securities, the Company may need to draw upon its other sources of cash, which may include additional borrowing, refinancing of its existing indebtedness or liquidating other assets, the value of which may also decline. In addition, the shares of MIRS owned by the Company, the shares of Ophir Holdings Ltd. and $9 million of marketable securities have already been pledged as security for various loans provided to the Company, and would therefore be unavailable if the Company wished to pledge them in order to provide an additional source of cash.

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        Cash flows from operating activities

Net cash provided by operating activities totaled approximately $9.6 million for the nine months ended September 30, 2004, as compared to approximately $5.7 million at the same period in 2003. The increase in cash provided by operating activities is primarily attributable to the Company’s increase in net proceeds from marketable securities which was offset by not receiving from MIRS its dividend in the amount of $7.1 million which was not received due to the legal dispute with the major partner, Motorola Communication Israel Ltd.(see Legal Proceedings)and a decrease in accounts payable.

        Cash flows from investing activities

Net cash provided by investing activities totaled approximately $11.2 million for the nine months ended September 30, 2004, as compared to approximately $2.8 million used in investing activities for the same period in 2003. The increase in cash provided by investing activities is primarily attributable to an increase of deposits collected and proceeds from the disposition of XACCT, PowerDSine and Telecom Partner, which was partially offset by an increase in investments in Telecom Partners and other investee companies.

        Cash flows from financing activities

Net cash used in financing activities was approximately $9.1 million at September 30, 2004, as compared to approximately $1.4 million used in financing activities at September 30, 2003. The increase in the cash used in financing activities in 2004 is primarily attributable to the decrease in the amount of notes and loans payable received ($6.5 million and $21.7 million in 2004 and 2003, respectively), which were used to pay down the notes payable and debentures ($15.6 million and $23.2 million in 2004 and 2003, respectively).

Investments

On September 30, 2004, the aggregate fair value of trading and available-for-sale securities was approximately $50.2 million, as compared to $64.7 million at December 31, 2003. The decrease in 2004 is attributable to the sale of various trading securities.

During the fiscal nine months ended September 30, 2004, the Company made the following investments:

The Company invested EUR 4.9 million (approximately US $5.8 million) in TP, a newly formed entity that will serve as a platform for investments in the telecommunication industry predominantly outside of Israel. Ampal’s investment consists of a EUR 4 million convertible debenture, which converts into a one-third partnership interest in TP, and a EUR 0.9 million loan. The debenture is convertible at the Company’s discretion. Telecom Partners currently holds investments in PSINet Europe B.V. (“PSINet”) and Grapes Communications N.V./S.A., two European telecom service providers.

On January 4, 2004, the Company loaned $0.2 million to ShellCase Ltd.(ShellCase”), the principal business of which is the packaging process of semiconductor chips.

The Company invested an additional $0.3 million in Fimi Opportunity Fund, L.P.(Fimi).

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During the fiscal nine months ended September 30, 2004, the Company made the following dispositions:

On February 19, 2004, Ampal sold its holdings in Xacct Technology Ltd. for $3.8 million.

During May 2004, the Company sold 49% of its holdings in PowerDSine Ltd. for approximately $7.4 million

During the third quarter of 2004, PSInet Europe, one of the holdings of Ampal’s investee company, TP, sold all its assets to certain telecommunications providers. Following the sale, a portion of the proceeds was distributed to TP, of which Ampal received $7.1 million. Ampal used $4.6 million of such proceeds to repay loans and debentures and recorded a gain of $2.5 million in connection with this transaction. The remaining investment of $1.2 million in TP is accounted for using the purchase method. The results of operations of TP will be included in the financial statements commencing with the fourth quarter of 2004. The Company has not finalized the allocation of purchase price to the net assets acquired.

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Debt

In connection with its investment in MIRS, the Company has two long-term loans from Bank Hapoalim Ltd. (“Hapoalim”) and Bank Leumi le-Israel B.M. (“Leumi”) in the outstanding amount of $37.4 million and $33.5 million, respectively, as of September 30, 2004. Both loans are due on March 31, 2008 and bear interest at a rate of LIBOR plus 0.8%. Other than as described in this paragraph, the loans are non-recourse to the Company and are secured by the Company’s shares in MIRS. The principal payments are due as follows: 10% on March 31, 2004, 15% on March 31, 2005 and 25% on each of March 31, 2006, 2007 and 2008. Interest will be paid annually on March 31 of each year from March 31, 2002 until and including March 31, 2008. As a result of not receiving the dividend from MIRS in the amount of $7.1 million, (see “Cash Flow from Operating Activity”) the principal and the interest of the loan due March 31, 2004 were only partially paid. As of the date hereof, the banks have not declared a default with respect to such unpaid amounts. These loans are subject to the compliance by MIRS with covenants regarding its operations and financial results.

As of September 30, 2004, the company had $2.0 million in debentures outstanding with interest rates of 7.5% These debentures, which mature in March 2005, are secured by $2.0 million deposit held in a secured account.

The Company financed a portion of the development of Am-Hal Ltd. (“Am-Hal”), a wholly-owned subsidiary which develops and operates luxury retirement centers for senior citizens, through bank loans from Hapoalim and others. At September 30, 2004, and December 31, 2003 the amounts outstanding under these loans were $8.5 million and $9.2 million respectively. The loans are dollar linked, mature in up to one year and have interest rates of LIBOR plus 1%. The Company generally repays these loans with the proceeds received from deposits and other payments from the apartments in Am-Hal facilities. The loans are secured by a lien on Am-Hal’s properties. The Company also issued guarantees in the amount of $4.2 million in favor of clients of Am-Hal in order to secure their deposits.

The Company also finances its general operations and other financial commitments through bank loans from Bank Hapoalim. The long-term loans in the amount of $32.8 million mature 2005 through 2011.

The weighted average interest rates and the balances of these short-term borrowings (including Am-Hal loans) at September 30, 2004 and December 31, 2003 were 3.25% on $18.7 million and 3.6% on $27.5 million, respectively.

As of September 30, 2004, the Company had issued guarantees on certain outstanding loans to its investees and subsidiaries in the aggregate principal amount of $11.8 million. These include:

$0.5 million guarantee to Leumi with respect to the MIRS loan.

$6.2 million guarantee on indebtedness incurred by Bay Heart ($3.3 million of which is recorded as a liability in the Company’s financial statements) in connection with the development of its property. There can be no guarantee that Bay Heart will become profitable or that it will generate sufficient cash to repay its outstanding indebtedness without relying on the Company’s guarantee.

$4.2 million guarantee to Am-Hal tenants as described above.

$0.9 million guarantee to Galha 1960 Ltd.

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FOREIGN CURRENCY CONTRACTS

The Company’s derivative financial instruments consist of foreign currency forward exchange contracts. These contracts are utilized by the Company, from time to time, to manage risk exposure to movements in foreign exchange rates. None of these contracts have been designated as hedging instruments. These contracts are recognized as assets or liabilities on the balance sheet at their fair value, which is the estimated amount at which they could be settled based on market prices or dealer quotes, where available, or based on pricing models. Changes in fair value are recognized currently in earnings. As of September 30, 2004, the Company had no open foreign currency forward exchange contracts.

FORWARD LOOKING STATEMENTS

This Quarterly Report (including but not limited to factors discussed above, in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as those discussed elsewhere in this Quarterly Report on Form 10-Q) includes forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934) and information relating to the Company that are based on the beliefs of management of the Company as well as assumptions made by and information currently available to the management of the Company. When used in this Quarterly Report, the words anticipate, believe, estimate, expect, intend, plan, and similar expressions, as they relate to the Company or the management of the Company, identify forward-looking statements. Such statements reflect the current views of the Company with respect to future events or future financial performance of the Company, the outcome of which is subject to certain risks and other factors which could cause actual results to differ materially from those anticipated by the forward-looking statements, including among others, the economic and political conditions in Israel, the Middle East, including the situation in Iraq, and the global business and economic conditions in the different sectors and markets where the Company’s portfolio companies operate.

Should any of those risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcome may vary from those described herein as anticipated, believed, estimated, expected, intended or planned. Subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements in this paragraph and elsewhere described in this Quarterly Report and other Reports filed with the Securities and Exchange Commission.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

MARKET RISKS AND SENSITIVITY ANALYSIS

The Company is exposed to various market risks, including changes in interest rates, foreign currency rates and equity price changes. The following analysis presents the hypothetical loss in earnings, cash flows and fair values of the financial instruments which were held by the Company at September 30, 2004, and are sensitive to the above market risks.

During the nine months ended September 30, 2004, there have been no material changes in the market risk exposures facing the Company as compared to those the Company faced in the fiscal year ended December 31, 2003.

Interest Rate Risks

At September 30, 2004, the Company had financial assets totaling $8.9 million and financial liabilities totaling $126.3 million. For fixed rate financial instruments, interest rate changes affect the fair market value but do not impact earnings or cash flows. Conversely, for variable rate financial instruments, interest rate changes generally do not affect the fair market value but do impact future earnings and cash flows, assuming other factors are held constant.

At September 30, 2004, the Company had fixed rate financial assets of $8.9 million and held no variable rate financial assets. Holding other variables constant, a ten percent increase in interest rates would decrease the unrealized fair value of the fixed financial assets by approximately $0.1 million.

At September 30, 2004, the Company had fixed rate debt of $14 million and variable rate debt of $112.3 million. A ten percent decrease in interest rates would increase the unrealized fair value of the fixed rate debt by approximately $0.1 million.

The net decrease in earnings for the next year resulting from a ten percent interest rate increase would be approximately $0.2 million, holding other variables constant.

Exchange Rate Sensitivity Analysis

The Company’s exchange rate exposure on its financial instruments results from its investments and ongoing operations in Israel. During 2004, the Company entered into a foreign exchange forward purchase contract to partially hedge this exposure. At September 30, 2004, the Company held no foreign exchange forward purchase contracts. Holding other variables constant, if there were a ten percent devaluation of the foreign currency, the Company’s cumulative translation (loss) reflected in the Company’s accumulated other comprehensive (loss) would increase by $1.9 million, and in the statements of operations, a ten percent devaluation of the foreign currency would decrease net earnings in the amount of approximately $3.1 million.

Securities Price Risk

The Company’s investments at September 30, 2004, included marketable securities (trading and available-for-sale)which are recorded at fair value of $50.2 million. Those securities have exposure to price risk. The estimated potential loss in fair value resulting from a hypothetical ten percent decrease in prices quoted on stock exchanges is approximately $5 million.

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ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company’s management with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports.

Internal Control Over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

Part II – OTHER INFORMATION

Ampal Communications L.P.

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The Annual Meeting of Shareholders was held on October 20, 2004. The following proposals were approved by the margins indicated below:

To elect eight (8) directors to the Board of Directors of the Company to hold office for one year terms and until their respective successors shall be elected and qualified:

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To ratify the appointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as the independent auditors of the Company for the fiscal year ending December 31, 2004:

On October 31, 2004, Michael Arnon, a member of the Board of Directors of Ampal, passed away. As a result, there are now seven members of the Board of Directors.

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AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES

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 thereunto duly authorized.

Dated: November 12, 2004

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AMPAL – AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES

Exhibit Index

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