Filed with the Securities and Exchange Commission on August 18, 1994
                                      Registration Statement No. 33-     
================================================================================

                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549
                                                                       
                            ------------------------

                                   FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
  
                           -------------------------

                        AMPAL-AMERICAN ISRAEL CORPORATION
              (Exact name of registrant as specified in its charter)

           NEW YORK                                         13-0435685
 (State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                           Identification No.)

                            1177 AVENUE OF THE AMERICAS
                              NEW YORK, NEW YORK 10036
                                  (212) 782-2100
                      (Address of principal executive offices)

                          AMPAL-AMERICAN ISRAEL CORPORATION
                                1993 Stock Option Plan
                               (Full title of the Plan)

                            LAWRENCE LEFKOWITZ, PRESIDENT
                          AMPAL-AMERICAN ISRAEL CORPORATION
                             1177 AVENUE OF THE AMERICAS
                               NEW YORK, NEW YORK 10036
                       (Name and address of agent for service)

                                   (212) 782-2100
            (Telephone number, including area code, of agent for service)

                                      COPY TO:
                                HERBERT KRONISH, ESQ.
                          KRONISH, LIEB, WEINER & HELLMAN
                            1114 AVENUE OF THE AMERICAS
                           NEW YORK, NEW YORK 10036-7798

                         CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
                                    Proposed     Proposed
Title of                            maximum      maximum         Amount
securities          Amount          offering     aggregate       of
to be               to be           price        offering        registration
registered          registered      per share    price           fee           
- ----------          ----------      ---------    -----------     --------------
Class A Stock,
par value, $1.00    200,000 shares  (1)         $2,049,521.50      $706.68
- --------------------------------------------------------------------------------

  (1)   Estimated solely for the purpose of calculating the registration fee.  
        The aggregate offering price has been computed pursuant to Rule 457(h) 
        on the basis of (a) $ 8.875 per share, the average of the high and
        low prices reported on the American Stock Exchange Composite Tape on
        August 17 , 1994 in the case of 65,100 shares that remain available
        for options that have not yet been granted under the Plan, and (b) the 
        exercise price of $10.91 per share in the case of 134,900 shares subject
        to options granted under the Plan.

================================================================================




<PAGE>

                                       PART II
     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                          

     ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

          The following documents, which have been filed by Ampal-American
     Israel Corporation ("Ampal" or the "Company") with the Securities and
     Exchange Commission (the "SEC"), are incorporated by reference in this
     Registration Statement as of their respective dates:

          (a)  The Company's  Annual Report  on Form  10-K for the  fiscal year
               ended December 31, 1993.  
          (b)  The  Company's Quarterly  Reports  on Form  10-Q for  the fiscal
               quarters ended March 31, 1994 and June 30, 1994.  
          (c)  The description of the  Company's capital stock contained in the
               latest  registration   statement  of   the  Company  under   the
               Securities Exchange Act of 1934, as amended.

          All documents subsequently filed  by the Company pursuant to Sections
     13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-
     effective amendment which  indicates that  all securities registered  have
     been sold or which deregisters all securities then remaining unsold, shall
     be deemed to  be incorporated by reference  in this Registration Statement
     and to be a part hereof from the date of filing of such documents.

     ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.

          Herbert Kronish, a partner in the law firm of Kronish, Lieb, Weiner &
     Hellman, Counsel to the Company, has been nominated by the Company's Board
     of  Directors as  a nominee for  election as  a director at  the Company's
     Annual Meeting  of Shareholders, expected  to take place  on September 22,
     1994.  

     ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Ampal's  Certificate  of  Incorporation  provides  that the  personal
     liability of the directors of Ampal shall be limited to the fullest extent
     permitted by  law including  limitations contained  in the  provisions  of
     paragraph (b)  of Section 402 of the Business Corporation Law of the State
     of  New York (the "BCL"),  as amended from time to  time.  Ampal's By-laws
     contain a  provision requiring  indemnification of  Ampal's directors  and
     officers to  the fullest extent authorized by the laws and statutes of the
     State of New York.   The By-laws require Ampal to indemnify any  person by
     reason of the fact that such person, his testator or intestate is or was a
     director or  officer of Ampal  against any reasonable  expenses (including
     attorneys' fees), actually  and necessarily incurred by  him in connection
     with  any  action  or  proceeding  (or  any appeal  therein)  brought  (or
     threatened to be brought) by third parties except if  such person breached
     his duty to  Ampal.  The By-laws require Ampal  to indemnify any person by
     reason of the fact that such person, his testator or intestate is or was a
     director or officer of Ampal against any and all judgments, fines, amounts
     paid in settlement,  and reasonable  expenses (including attorney's  fees)
     actually and necessarily incurred by him in connection  with any action or
     proceeding (or any  appeal therein) brought (or  threatened to be brought)
     by third parties including, without limitation, one by or in  the right of
     any other  corporation which  such person  served in  any capacity at  the
     request of Ampal, if such person acted  in good faith, for a purpose which
     he believed to be in the best interests of Ampal, and in  criminal actions
     or proceedings in  which he had  no reasonable cause  to believe  that his
     conduct   was   unlawful.      Ampal's   By-laws   further  provide   that
     indemnification for  expenses as described above may be paid in advance of
     the  final  disposition  of  such  action  or  proceeding  in  the  manner
     authorized by the  laws and statutes of the  State of New York  subject to
     repayment by  the person, his  testator or intestate,  to the extent  such
     advances exceed the indemnification to which such person is entitled or if
     such person is ultimately found  not entitled to indemnification under the
     laws and  statutes of the State of New York. Reference is made to sections
     721  through 726 inclusive  of the BCL which  deal with indemnification of
     directors and officers in their capacity as such. 

          Effective January 29, 1994, Ampal purchased a directors  and officers
     liability  policy in  the amount  of $5,000,000  and excess  directors and
     officers liability policies  in the amounts of  $3,000,000 and $2,000,000,
     respectively.   Each  policy  expires  on January  29,  1995 and  provides
     coverage  (subject to  certain exclusions  and retentions)  to all  of the
     officers and directors of Ampal and those subsidiaries of which Ampal owns
     more than 50% of the outstanding stock.  


                                         -2-


<PAGE>


        ITEM 8. EXHIBITS.
            
        <TABLE><CAPTION>
        EXHIBIT
         NO.                                 DESCRIPTION
        -----  -----------------------------------------------------------------------
        <S>    <C>
        4.1    --Ampal-American Israel Corporation's Stock Option Plan (filed as Exhibit
                 10.3 to Pre-Effective Amendment No. 1 to Registration Statement No. 33-51023
                 and incorporated herein by reference).  
        4.2    --Amendment dated as of March 23, 1994 to Ampal-American Israel Corporation's
                 1993 Stock Option Plan (filed as Exhibit 10h to Form 10-K for the fiscal year
                 ended December 31, 1993 and incorporated herein by reference. File No. 0-538).
        4.3    --Form of Indenture dated as of June 6, 1980 (filed as Exhibit 13a to
                 Registration Statement No. 2-68234 and incorporated herein by
                 reference).
        4.4    --Form of Indenture dated as of April 1, 1982 (filed as Exhibit 4a to
                 Registration Statement No. 2-77263 and incorporated herein by
                 reference).
        4.5    --Form of Indenture dated as of November 1, 1984 (filed as Exhibit 4a
                 to Registration Statement No. 2-88582 and incorporated herein by
                 reference).
        4.6    --Form of Indenture dated as of May 1, 1986 (filed as Exhibit 4a to
                 Pre-Effective Amendment No. 1 to Registration Statement No. 33-5578
                 and incorporated herein by reference).
        4.7    --Warrant Agreement between Ampal-American Israel Corporation and
                 Chemical Bank, dated as of February 1, 1994 (filed as Exhibit 10e
                 to Form 10-K for the fiscal year ended December 31, 1993 and 
                 incorporated herein by reference. File No. 0-538).
        4.8    --Restated Certificate of Incorporation of the Registrant dated
                 December 23, 1982 (filed as Exhibit 3t to Registration Statement No.
                 2-81156 and incorporated herein by reference).
        4.9    --Certificate of Amendment of the Certificate of Incorporation of the
                 Registrant dated March 17, 1983 (filed as Exhibit 3r to Form 10-K for
                 the fiscal year ended December 31, 1982 and incorporated herein by
                 reference. File No. 0-538).
        4.10  --Certificate of Amendment of the Certificate of Incorporation of the
                 Registrant dated July 26, 1988 (filed as Exhibit 3c to Form 10-K for
                 the fiscal year ended December 31, 1988 and incorporated herein by
                 reference. File No. 0-538).
        4.11  --By-Laws of the Registrant, as amended (filed as Exhibit 3d to Form
                 10-K for fiscal year ended December 31, 1992 and incorporated herein
                 by reference. File No. 0-538).
        5      --Opinion of Kronish, Lieb, Weiner & Hellman.
        23.1   --The Consent of Kronish, Lieb, Weiner & Hellman is contained in its
                 opinion filed as Exhibit 5 hereto.
        23.2   --Consent of Arthur Andersen & Co.
        23.3   --Consent of Somekh Chaiken.
        23.4   --Consent of Igal Brightman & Co.
        23.5   --Consent of Cohen, Eyal, Yehoshua & Co.
        23.6   --Consent of Fahn, Kanne & Co.
        23.7   --Consent of Shlomo Ziv & Co.
        23.8   --Consent of H.H.S.L. Haft & Haft & Co.
        23.9   --Consent of Fahn, Kanne & Co.
        23.10  --Consent of Cohen, Eyal, Yehoshua & Co.
        23.11  --Consent of Morris Brankin & Co.
        23.12  --Consent of Ronel Stettner & Co.
        23.13  --Consent of Kost Levary and Forer


</TABLE>



                                        -3-



<PAGE>



        EXHIBIT
         NO.                                 DESCRIPTION
        -----  -----------------------------------------------------------------

        23.14  --Consent of Porat & Co.
        23.15  --Consent of Cohen, Eyal, Yehoshua & Co.
        23.16  --Consent of Ernst & Young International.
        23.17  --Consent of Kost Levary and Forer
        23.18  --Consent of Haggai Wallenstein & Co.
        23.19  --Consent of Kesselman & Kesselman.
        23.20  --Consent of Braude & Co.
        23.21  --Consent of Shlomo Ziv & Co.
        23.22  --Consent of Reuveni, Hartuv, Tepper & Co.
        23.23  --Consent of Dov Kahana & Co.
        23.24  --Consent of Dov Kahana & Co.
        23.25  --Consent of Reuveni, Hartuv, Tepper & Co.
        23.26  --Consent of Almagor & Co.
        24.1   --Powers of Attorney.






                                          -4-

<PAGE>

     ITEM 9. UNDERTAKINGS.

          Insofar  as  indemnification  for   liabilities  arising  under   the
     Securities Act of 1933, as amended (the "Securities Act") may be permitted
     to directors,  officers and controlling persons of the registrant pursuant
     to the foregoing provisions, or otherwise, the registrant has been advised
     that  in  the opinion  of  the  Securities  and  Exchange Commission  such
     indemnification is against  public policy as  expressed in the  Securities
     Act,  and is,  therefore, unenforceable.   In the  event that a  claim for
     indemnification against  such liabilities (other  than the payment  by the
     registrant  of  expenses  incurred  or  paid  by a  director,  officer  or
     controlling  person of  the registrant  in the  successful defense  of any
     action,  suit or  proceeding) is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered, the
     registrant will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court of  appropriate
     jurisdiction the question  whether such indemnification  by it is  against
     public policy as expressed in the  Securities Act and will be governed  by
     the final adjudication of such issue.  

          The undersigned registrant hereby undertakes: 

          (1) To file,  during any period  in which offers  or sales  are being
          made, a post-effective amendment to this Registration Statement;

               (i) To include  any prospectus required  by Section 10(a)(3)  of
               the Securities Act;

               (ii) To  reflect in the  prospectus any facts  or events arising
               after  the effective date of the  Registration Statement (or the
               most   recent    post-effective   amendment    thereof)   which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in the Registration Statement;  

               (iii) To include  any material information  with respect to  the
               plan   of   distribution  not   previously   disclosed   in  the
               Registration   Statement  or   any   material  change   to  such
               information in the Registration Statement;  

          provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
          -----------------
          the information required to be included in a post-effective amendment
          by those  paragraphs is  contained in  periodic reports filed  by the
          registrant pursuant to Section 13 or 15(d) of the Securities Exchange
          Act of 1934, as amended (the "Exchange Act") that are incorporated by
          reference in the Registration Statement.  

          (2)  That for  the purpose  of  determining any  liability  under the
          Securities Act, each such post-effective amendment shall be deemed to
          be  a new registration  statement relating to  the securities offered
          therein, and the  offering of such  securities at that time  shall be
          deemed to be the initial bona fide offering thereof.
                                   ---------

          (3)  To  remove  from  registration  by  means  of  a  post-effective
          amendment  any of the securities being registered which remain unsold
          at the termination of the offering.  

          (4)  That,  for  purposes  of  determining  any  liability  under the
          Securities  Act,  each  filing  of  the  registrant's  annual  report
          pursuant to  Section 13(a) or 15(d)  of the Exchange Act  (and, where
          applicable, each filing  of an employee benefit  plan's annual report
          pursuant to Section  15(d) of the Exchange  Act) that is incorporated
          by reference in the  Registration Statement shall  be deemed to be  a
          new   registration  statement  relating  to  the  securities  offered
          therein, and the offering  of such securities at  that time shall  be
          deemed to be the initial bona fide offering thereof. 
                                   ---------




                                             -5-

<PAGE>

                                SIGNATURES

     Pursuant  to the  requirements of  the  Securities Act  of  1933, the
registrant certifies  that it  has reasonable  grounds to believe  that it
meets all of the  requirements for filing on Form S-8  and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in  The City of New York, State of New York, on
August 18, 1994.

                                        AMPAL-AMERICAN ISRAEL CORPORATION
                                          (registrant)

                                        By:  /s/LAWRENCE LEFKOWITZ    
                                            ------------------------------
                                                 Lawrence Lefkowitz
                                         President and Chief Executive Officer
                                            (Principal Executive Officer)


     Pursuant  to the requirements of the Securities Act of 1933,
this  Registration  Statement  has  been   signed  below  by  the
following persons in the following capacities on August 18, 1994.

     Name                                     Title
     ----                                     -----
   /s/ LAWRENCE LEFKOWITZ        President, Chief Executive Officer and Director
- ------------------------------     (Principal Executive Officer)      
       Lawrence Lefkowitz          

   /s/ ALAN L. SCHAFFER          Vice President--Finance and Treasurer
- ------------------------------     (Principal Financial Officer)
       Alan L. Schaffer                  


    /s/ ALLA KANTER              Controller
- ------------------------------      (Principal Accounting Officer)
        Alla Kanter              

           *                     Director
- ------------------------------
       Michael Arnon

           *                     Director
- ------------------------------
     Stanley I. Batkin

           *                     Director
- ------------------------------
       Yaacov Elinav

                                 Director
- -----------------------------
     Harry B. Henshel

           *                     Director
- ----------------------------
       Eitan Raff

           *                     Director
- ----------------------------
      Shimon Ravid

           *                     Director
- ----------------------------
      Shlomo Recht

           *                     Director
- ----------------------------
      Leon Riebman

           *                     Director
- ----------------------------
      Evelyn Sommer

*By:  /s/ LAWRENCE LEFKOWITZ  
    --------------------------
                     Lawrence Lefkowitz
                      Attorney-in-Fact




                                             -6-
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Filed with the Securities and Exchange Commission on August 18, 1994
                                      Registration Statement No. 33-     
================================================================================

                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549
                                                                       
                            ------------------------

                                   FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
  
                           -------------------------

                        AMPAL-AMERICAN ISRAEL CORPORATION
              (Exact name of registrant as specified in its charter)

           NEW YORK                                         13-0435685
 (State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                           Identification No.)

                            1177 AVENUE OF THE AMERICAS
                              NEW YORK, NEW YORK 10036
                                  (212) 782-2100
                      (Address of principal executive offices)

                          AMPAL-AMERICAN ISRAEL CORPORATION
                                1993 Stock Option Plan
                               (Full title of the Plan)

                            LAWRENCE LEFKOWITZ, PRESIDENT
                          AMPAL-AMERICAN ISRAEL CORPORATION
                             1177 AVENUE OF THE AMERICAS
                               NEW YORK, NEW YORK 10036
                       (Name and address of agent for service)

                                   (212) 782-2100
            (Telephone number, including area code, of agent for service)

                                      COPY TO:
                                HERBERT KRONISH, ESQ.
                          KRONISH, LIEB, WEINER & HELLMAN
                            1114 AVENUE OF THE AMERICAS
                           NEW YORK, NEW YORK 10036-7798

                         CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
                                    Proposed     Proposed
Title of                            maximum      maximum         Amount
securities          Amount          offering     aggregate       of
to be               to be           price        offering        registration
registered          registered      per share    price           fee           
- ----------          ----------      ---------    -----------     --------------
Class A Stock,
par value, $1.00    200,000 shares  (1)         $2,049,521.50      $706.68
- --------------------------------------------------------------------------------

  (1)   Estimated solely for the purpose of calculating the registration fee.  
        The aggregate offering price has been computed pursuant to Rule 457(h) 
        on the basis of (a) $ 8.875 per share, the average of the high and
        low prices reported on the American Stock Exchange Composite Tape on
        August 17 , 1994 in the case of 65,100 shares that remain available
        for options that have not yet been granted under the Plan, and (b) the 
        exercise price of $10.91 per share in the case of 134,900 shares subject
        to options granted under the Plan.

================================================================================
PART II
     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                          

     ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

          The following documents, which have been filed by Ampal-American
     Israel Corporation ("Ampal" or the "Company") with the Securities and
     Exchange Commission (the "SEC"), are incorporated by reference in this
     Registration Statement as of their respective dates:

          (a)  The Company's  Annual Report  on Form  10-K for the  fiscal year
               ended December 31, 1993.  
          (b)  The  Company's Quarterly  Reports  on Form  10-Q for  the fiscal
               quarters ended March 31, 1994 and June 30, 1994.  
          (c)  The description of the  Company's capital stock contained in the
               latest  registration   statement  of   the  Company  under   the
               Securities Exchange Act of 1934, as amended.

          All documents subsequently filed  by the Company pursuant to Sections
     13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-
     effective amendment which  indicates that  all securities registered  have
     been sold or which deregisters all securities then remaining unsold, shall
     be deemed to  be incorporated by reference  in this Registration Statement
     and to be a part hereof from the date of filing of such documents.

     ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.

          Herbert Kronish, a partner in the law firm of Kronish, Lieb, Weiner &
     Hellman, Counsel to the Company, has been nominated by the Company's Board
     of  Directors as  a nominee for  election as  a director at  the Company's
     Annual Meeting  of Shareholders, expected  to take place  on September 22,
     1994.  

     ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Ampal's  Certificate  of  Incorporation  provides  that the  personal
     liability of the directors of Ampal shall be limited to the fullest extent
     permitted by  law including  limitations contained  in the  provisions  of
     paragraph (b)  of Section 402 of the Business Corporation Law of the State
     of  New York (the "BCL"),  as amended from time to  time.  Ampal's By-laws
     contain a  provision requiring  indemnification of  Ampal's directors  and
     officers to  the fullest extent authorized by the laws and statutes of the
     State of New York.   The By-laws require Ampal to indemnify any  person by
     reason of the fact that such person, his testator or intestate is or was a
     director or  officer of Ampal  against any reasonable  expenses (including
     attorneys' fees), actually  and necessarily incurred by  him in connection
     with  any  action  or  proceeding  (or  any appeal  therein)  brought  (or
     threatened to be brought) by third parties except if  such person breached
     his duty to  Ampal.  The By-laws require Ampal  to indemnify any person by
     reason of the fact that such person, his testator or intestate is or was a
     director or officer of Ampal against any and all judgments, fines, amounts
     paid in settlement,  and reasonable  expenses (including attorney's  fees)
     actually and necessarily incurred by him in connection  with any action or
     proceeding (or any  appeal therein) brought (or  threatened to be brought)
     by third parties including, without limitation, one by or in  the right of
     any other  corporation which  such person  served in  any capacity at  the
     request of Ampal, if such person acted  in good faith, for a purpose which
     he believed to be in the best interests of Ampal, and in  criminal actions
     or proceedings in  which he had  no reasonable cause  to believe  that his
     conduct   was   unlawful.      Ampal's   By-laws   further  provide   that
     indemnification for  expenses as described above may be paid in advance of
     the  final  disposition  of  such  action  or  proceeding  in  the  manner
     authorized by the  laws and statutes of the  State of New York  subject to
     repayment by  the person, his  testator or intestate,  to the extent  such
     advances exceed the indemnification to which such person is entitled or if
     such person is ultimately found  not entitled to indemnification under the
     laws and  statutes of the State of New York. Reference is made to sections
     721  through 726 inclusive  of the BCL which  deal with indemnification of
     directors and officers in their capacity as such. 

          Effective January 29, 1994, Ampal purchased a directors  and officers
     liability  policy in  the amount  of $5,000,000  and excess  directors and
     officers liability policies  in the amounts of  $3,000,000 and $2,000,000,
     respectively.   Each  policy  expires  on January  29,  1995 and  provides
     coverage  (subject to  certain exclusions  and retentions)  to all  of the
     officers and directors of Ampal and those subsidiaries of which Ampal owns
     more than 50% of the outstanding stock.  

                                         -2-
ITEM 8. EXHIBITS.
EXHIBIT
         NO.                                 DESCRIPTION
        -----  -----------------------------------------------------------------------
4.1    --Ampal-American Israel Corporation's Stock Option Plan (filed as Exhibit
                 10.3 to Pre-Effective Amendment No. 1 to Registration Statement No. 33-51023
                 and incorporated herein by reference).  
        4.2    --Amendment dated as of March 23, 1994 to Ampal-American Israel Corporation's
                 1993 Stock Option Plan (filed as Exhibit 10h to Form 10-K for the fiscal year
                 ended December 31, 1993 and incorporated herein by reference. File No. 0-538).
        4.3    --Form of Indenture dated as of June 6, 1980 (filed as Exhibit 13a to
                 Registration Statement No. 2-68234 and incorporated herein by
                 reference).
        4.4    --Form of Indenture dated as of April 1, 1982 (filed as Exhibit 4a to
                 Registration Statement No. 2-77263 and incorporated herein by
                 reference).
        4.5    --Form of Indenture dated as of November 1, 1984 (filed as Exhibit 4a
                 to Registration Statement No. 2-88582 and incorporated herein by
                 reference).
        4.6    --Form of Indenture dated as of May 1, 1986 (filed as Exhibit 4a to
                 Pre-Effective Amendment No. 1 to Registration Statement No. 33-5578
                 and incorporated herein by reference).
        4.7    --Warrant Agreement between Ampal-American Israel Corporation and
                 Chemical Bank, dated as of February 1, 1994 (filed as Exhibit 10e
                 to Form 10-K for the fiscal year ended December 31, 1993 and 
                 incorporated herein by reference. File No. 0-538).
        4.8    --Restated Certificate of Incorporation of the Registrant dated
                 December 23, 1982 (filed as Exhibit 3t to Registration Statement No.
                 2-81156 and incorporated herein by reference).
        4.9    --Certificate of Amendment of the Certificate of Incorporation of the
                 Registrant dated March 17, 1983 (filed as Exhibit 3r to Form 10-K for
                 the fiscal year ended December 31, 1982 and incorporated herein by
                 reference. File No. 0-538).
        4.10  --Certificate of Amendment of the Certificate of Incorporation of the
                 Registrant dated July 26, 1988 (filed as Exhibit 3c to Form 10-K for
                 the fiscal year ended December 31, 1988 and incorporated herein by
                 reference. File No. 0-538).
        4.11  --By-Laws of the Registrant, as amended (filed as Exhibit 3d to Form
                 10-K for fiscal year ended December 31, 1992 and incorporated herein
                 by reference. File No. 0-538).
        5      --Opinion of Kronish, Lieb, Weiner & Hellman.
        23.1   --The Consent of Kronish, Lieb, Weiner & Hellman is contained in its
                 opinion filed as Exhibit 5 hereto.
        23.2   --Consent of Arthur Andersen & Co.
        23.3   --Consent of Somekh Chaiken.
        23.4   --Consent of Igal Brightman & Co.
        23.5   --Consent of Cohen, Eyal, Yehoshua & Co.
        23.6   --Consent of Fahn, Kanne & Co.
        23.7   --Consent of Shlomo Ziv & Co.
        23.8   --Consent of H.H.S.L. Haft & Haft & Co.
        23.9   --Consent of Fahn, Kanne & Co.
        23.10  --Consent of Cohen, Eyal, Yehoshua & Co.
        23.11  --Consent of Morris Brankin & Co.
        23.12  --Consent of Ronel Stettner & Co.
        23.13  --Consent of Kost Levary and Forer
-3-
EXHIBIT
         NO.                                 DESCRIPTION
        -----  -----------------------------------------------------------------

        23.14  --Consent of Porat & Co.
        23.15  --Consent of Cohen, Eyal, Yehoshua & Co.
        23.16  --Consent of Ernst & Young International.
        23.17  --Consent of Kost Levary and Forer
        23.18  --Consent of Haggai Wallenstein & Co.
        23.19  --Consent of Kesselman & Kesselman.
        23.20  --Consent of Braude & Co.
        23.21  --Consent of Shlomo Ziv & Co.
        23.22  --Consent of Reuveni, Hartuv, Tepper & Co.
        23.23  --Consent of Dov Kahana & Co.
        23.24  --Consent of Dov Kahana & Co.
        23.25  --Consent of Reuveni, Hartuv, Tepper & Co.
        23.26  --Consent of Almagor & Co.
        24.1   --Powers of Attorney.

                                          -4-
ITEM 9. UNDERTAKINGS.

          Insofar  as  indemnification  for   liabilities  arising  under   the
     Securities Act of 1933, as amended (the "Securities Act") may be permitted
     to directors,  officers and controlling persons of the registrant pursuant
     to the foregoing provisions, or otherwise, the registrant has been advised
     that  in  the opinion  of  the  Securities  and  Exchange Commission  such
     indemnification is against  public policy as  expressed in the  Securities
     Act,  and is,  therefore, unenforceable.   In the  event that a  claim for
     indemnification against  such liabilities (other  than the payment  by the
     registrant  of  expenses  incurred  or  paid  by a  director,  officer  or
     controlling  person of  the registrant  in the  successful defense  of any
     action,  suit or  proceeding) is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered, the
     registrant will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court of  appropriate
     jurisdiction the question  whether such indemnification  by it is  against
     public policy as expressed in the  Securities Act and will be governed  by
     the final adjudication of such issue.  

          The undersigned registrant hereby undertakes: 

          (1) To file,  during any period  in which offers  or sales  are being
          made, a post-effective amendment to this Registration Statement;

               (i) To include  any prospectus required  by Section 10(a)(3)  of
               the Securities Act;

               (ii) To  reflect in the  prospectus any facts  or events arising
               after  the effective date of the  Registration Statement (or the
               most   recent    post-effective   amendment    thereof)   which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in the Registration Statement;  

               (iii) To include  any material information  with respect to  the
               plan   of   distribution  not   previously   disclosed   in  the
               Registration   Statement  or   any   material  change   to  such
               information in the Registration Statement;  

          provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
          -----------------
          the information required to be included in a post-effective amendment
          by those  paragraphs is  contained in  periodic reports filed  by the
          registrant pursuant to Section 13 or 15(d) of the Securities Exchange
          Act of 1934, as amended (the "Exchange Act") that are incorporated by
          reference in the Registration Statement.  

          (2)  That for  the purpose  of  determining any  liability  under the
          Securities Act, each such post-effective amendment shall be deemed to
          be  a new registration  statement relating to  the securities offered
          therein, and the  offering of such  securities at that time  shall be
          deemed to be the initial bona fide offering thereof.
                                   ---------

          (3)  To  remove  from  registration  by  means  of  a  post-effective
          amendment  any of the securities being registered which remain unsold
          at the termination of the offering.  

          (4)  That,  for  purposes  of  determining  any  liability  under the
          Securities  Act,  each  filing  of  the  registrant's  annual  report
          pursuant to  Section 13(a) or 15(d)  of the Exchange Act  (and, where
          applicable, each filing  of an employee benefit  plan's annual report
          pursuant to Section  15(d) of the Exchange  Act) that is incorporated
          by reference in the  Registration Statement shall  be deemed to be  a
          new   registration  statement  relating  to  the  securities  offered
          therein, and the offering  of such securities at  that time shall  be
          deemed to be the initial bona fide offering thereof. 
                                   ---------

                                             -5-
SIGNATURES

     Pursuant  to the  requirements of  the  Securities Act  of  1933, the
registrant certifies  that it  has reasonable  grounds to believe  that it
meets all of the  requirements for filing on Form S-8  and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in  The City of New York, State of New York, on
August 18, 1994.

                                        AMPAL-AMERICAN ISRAEL CORPORATION
                                          (registrant)

                                        By:  /s/LAWRENCE LEFKOWITZ    
                                            ------------------------------
                                                 Lawrence Lefkowitz
                                         President and Chief Executive Officer
                                            (Principal Executive Officer)

     Pursuant  to the requirements of the Securities Act of 1933,
this  Registration  Statement  has  been   signed  below  by  the
following persons in the following capacities on August 18, 1994.

     Name                                     Title
     ----                                     -----
   /s/ LAWRENCE LEFKOWITZ        President, Chief Executive Officer and Director
- ------------------------------     (Principal Executive Officer)      
       Lawrence Lefkowitz          

   /s/ ALAN L. SCHAFFER          Vice President--Finance and Treasurer
- ------------------------------     (Principal Financial Officer)
       Alan L. Schaffer                  

    /s/ ALLA KANTER              Controller
- ------------------------------      (Principal Accounting Officer)
        Alla Kanter              

           *                     Director
- ------------------------------
       Michael Arnon

           *                     Director
- ------------------------------
     Stanley I. Batkin

           *                     Director
- ------------------------------
       Yaacov Elinav

                                 Director
- -----------------------------
     Harry B. Henshel

           *                     Director
- ----------------------------
       Eitan Raff

           *                     Director
- ----------------------------
      Shimon Ravid

           *                     Director
- ----------------------------
      Shlomo Recht

           *                     Director
- ----------------------------
      Leon Riebman

           *                     Director
- ----------------------------
      Evelyn Sommer

*By:  /s/ LAWRENCE LEFKOWITZ  
    --------------------------
                     Lawrence Lefkowitz
                      Attorney-in-Fact

                                             -6-