<HTML>
<HEAD>
<TITLE>Form S-8 for Ampal-American Israel Corporation</TITLE>
</HEAD>
<BODY>
<P ALIGN=RIGHT><B>Registration No. 333-________<BR>
===============================================================================</B></P>

<P ALIGN=CENTER><B><FONT FACE="Times New Roman, Times, Serif" SIZE=5>SECURITIES AND EXCHANGE COMMISSION</font><BR>
Washington, D.C. 20549</B></P>
<HR WIDTH=18% SIZE=2 NOSHADE>


<P ALIGN=CENTER><B>FORM S-8</B></P>

<P ALIGN=CENTER><B>REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES EXCHANGE ACT OF 1933</B></P>
<HR WIDTH=18% SIZE=2 NOSHADE>

<P ALIGN=CENTER><B><FONT FACE="Times New Roman, Times, Serif" SIZE=5>Ampal-American Israel Corporation</font></b><br>(Exact Name of Registrant as Specified in Its Charter)</p>

<P ALIGN=CENTER><B>New York</b><br>
(State or Other Jurisdiction of<br>
Incorporation or Organization)</p>

<P ALIGN=CENTER><B>13-0435685</b><br>
(I.R.S. Employer Identification No.)</p>


<P ALIGN=CENTER><B>1177 Avenue of the Americas, 12th Floor<br>
New York, New York 10036</b><br>
(Address of Principal Executive Offices) (Zip Code)</p>

<P ALIGN=CENTER><B>Ampal-American Israel Corporation 2000 Incentive Plan</b><br>
(Full Title of the Plan)</p>

<HR WIDTH=18% SIZE=2 NOSHADE>

<P ALIGN=CENTER><B>Eli S. Goldberg, Vice President - Legal and Secretary<br>
Ampal-American Israel Corporation<br>
1177 Avenue of the Americas, 12th Floor<br>
New York, New York 10036<br></b>
(Name and Address of Agent for Service)<br>
<br>
(212) 782-2100<br>
(Telephone Number, Including Area Code,<br>
of Agent for Service)</p>

<HR WIDTH=18% SIZE=2 NOSHADE>

<P ALIGN=CENTER>Copies to:</P>

<P ALIGN=CENTER>Kenneth L. Henderson, Esq.<br>
Robinson Silverman Pearce Aronsohn &amp; Berman LLP<BR>
1290 Avenue of the Americas<BR>
New York, New York  10104</P>

<P ALIGN=CENTER><B>CALCULATION OF REGISTRATION FEE</B></P>
<PRE>
================================================================================
                                                   Proposed
Title of                                            Maximum
Securities        Amount      Proposed Maximum     Aggregate       Amount of
 to be            to be       Offering Price        Offering      Registration
Registered      Registered     Per Share(1)        Price(1)           Fee
--------------------------------------------------------------------------------
Class A
Common Stock,
par value
$1.00           4,000,000(2)      $7.00          $28,000,000      $7,000

================================================================================
</PRE>

     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Estimated   solely  for   purposes   of
calculating the registration fee. Pursuant to Rules 457(c) and (h), the Proposed
Maximum  Offering Price Per Share and the Proposed  Maximum  Aggregate  Offering
Price are  computed  on the basis of the  average of the high and low prices per
share of Class A Common Stock of Ampal-American  Israel  Corporation as reported
on    the    Nasdaq     National     Market    on    February 16, 2001.</font></P>
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Of   the   shares   covered   by   this
Registration  Statement,  4,000,000 shares of Class A Common Stock represent the
underlying stock for the stock options,  restricted stock, deferred stock, stock
appreciation rights and other stock-based awards to be granted by Ampal-American
Israel Corporation under its 2000 Incentive Plan.</font></P>
<PAGE>

<P ALIGN=CENTER><B><U>PART I</U><br>
<br>
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B></p><br>

     <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company will provide
documents  containing  the  information  specified  in  Part  1 of  Form  S-8 to
employees as specified by Rule 428(b)(1) under the Securities  Act.  Pursuant to
the  instructions  to Form  S-8,  the  Company  is not  required  to file  these
documents  either as part of this  Registration  Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 under the Securities Act.</P>

<P ALIGN=CENTER><B><U>PART II</U><br>
<br>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B></p>
<br>
<P><B>Item 3.  Incorporation of Documents by Reference.</B><br></P>

     <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The  following documents
are incorporated by reference into this Registration Statement:</p>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
  <TR VALIGN=TOP>
                <TD WIDTH=15%>&nbsp;<br><br></TD>
                <TD WIDTH=7%>1.<br><br></TD>
                <TD WIDTH=78%>The  Company's  Annual Report on Form 10-K for the year ended  December
31, 1999, as filed on March 30, 2000.<br><br></TD>

     <TR VALIGN=TOP>
                <TD>&nbsp;</TD>
                <TD>2.</TD>
                <TD>The  Company's  Quarterly Report on Form 10-Q as filed on May 15, 2000,
August 14, 2000, and November 14, 2000.<br><br></TD>

     <TR VALIGN=TOP>
                <TD>&nbsp;<br><br></TD>
                <TD>3.<br><br></TD>
                <TD>The Company's Proxy Statement as filed on June 7, 2000.<br><br></TD>


     <TR VALIGN=TOP>
                <TD>&nbsp;<br><br></TD>
                <TD>4.<br><br></TD>
                <TD>Description  of the Company's Class A Common Stock, $1.00 par value per
share, contained in the Registration Statement on Form 8-A filed on May 3, 2000.<br></TD>

</TABLE>
     <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In     addition,     all
documents filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent
to the date  this  Registration  Statement  is filed  with  the  Securities  and
Exchange Commission, and prior to the filing of a post-effective amendment which
indicates that all securities  offered by this Registration  Statement have been
sold or which  deregisters all such 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 the filing of such documents.</P>

     <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any  statement contained
in a document  incorporated  or deemed to be  incorporated  herein by  reference
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement to the extent that a statement contained herein or in any subsequently
filed  document  which also is, or is deemed to be,  incorporated  by  reference
herein modifies or supersedes such prior statement. Any statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute  a  part  of  this  Registration   Statement,   except  as  indicated
herein.</P>

<P><B>Item 4.  Description of Securities.</B><br></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</P>

<P><B>Item 5.  Interests of Named Experts and Counsel.</B><br></P>

     <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Robinson Silverman
Pearce Aronsohn &amp;  Berman LLP, counsel to the Company,  is giving an opinion
regarding the validity of the offered shares of Class A Common Stock.</p>

<P ALIGN=CENTER>-i-</P>
<PAGE>

<P><B>Item 6.  Indemnification of Directors and Officers.</B><br></P>

     <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The            Company's
Certificate  of  Incorporation  provides  that  the  personal  liability  of the
directors  of the Company  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.</p>

     <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The   Company's  By-laws
contain  provisions  requiring  indemnification  of the Company's  directors and
officers to the fullest extent  authorized by the laws and statutes of the State
of New York.  The By-laws  require the Company to indemnify any person by reason
of the fact that such person,  his testator or intestate is or was a director or
officer of the Company  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 the Company.  The By-
laws require the Company to indemnify any person by reason of the fact that such
person, his testator or intestate is or was a director or officer of the Company
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 the Company,  if such person acted in good faith, for
a purpose which he believed to be in the best  interests of the Company,  and in
criminal  actions or proceedings in which he had no reasonable  cause to believe
that his conduct was  unlawful.  The  Company'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.</p>

     <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Effective   January  30,
2000,  the Company  purchased a Directors and Officers  Liability  policy in the
amount of $30,000,000  issued by Aryeh Insurance Company of Israel Ltd. The cost
of the  policy,  which  expires  January 31,  2002,  was  $325,541.  This policy
provides  coverage to all of the  officers  and  directors of the Company and of
those  subsidiaries  of which the Company owns more than 50% of the  outstanding
voting stock.</p>

<P><B>Item 7.  Exemption from Registration Claimed.</B></P>

     <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</p>

<P ALIGN=CENTER>-ii-</P>
<PAGE>
<P><B>Item 8.  Exhibits.</B><br></P>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
        <TR>
                <TD WIDTH=15%></TD>
                <TD WIDTH=85%></TD>
        <TR VALIGN=TOP>
                <TD>  5.1<br></TD>
<TD>Opinion of Robinson Silverman Pearce Aronsohn &amp; Berman, LLP, counsel to the
                           Company, as to certain legal matters in connection with the shares of Class A
                           Common Stock being registered.<br><br></TD>

      </TR>
        <TR VALIGN=TOP>
                <TD>  23.1<br></TD>
                <TD>Consent of Robinson Silverman Pearce Aronsohn &amp; Berman, LLP (included as part
                           of Exhibit 5.1).<br><br></TD>

      </TR>

        <TR VALIGN=TOP>
                <TD>  23.2<br></TD>
                <TD>Independent Auditor's Consent with respect to the financial statements of:<br><br>

                                    AM-HAL Ltd.<br>
                                    Ampal-American Israel Corporation<br>
                                    Ampal Industries (Israel) Ltd.<br>
                                    Bay Heart Ltd.<br>
                                    Carmel Container Systems Ltd.<br>
                                    Coral World International Ltd.<br>
                                    Country Club Kfar-Saba Ltd.<br>
                                    Epsilon Investment House Ltd.<br>
                                    Granite Hacarmel Investments Limited<br>
                                    Hod Hasharon Sport Center Ltd.<br>
                                    Hod Hasharon Sport Center (1992) Limited Partnership<br>
                                    Mivnat Holding Ltd.<br>
                                    Sheraton Moriah (Israel) Ltd.<br>
                                    Ophir Holdings Ltd.<br>
                                    Paradise Industries Ltd.<br>
                                    Renaissance Investment Co. Ltd.<br>
                                    Shmay Bar Real Estate (1993) Ltd.<br>
                                    Shmay Bar (T.H.) 1993 Ltd.<br>
                                    Trinet Investments in High-Tech Ltd.<br>
                                    Trinet Venture Capital Ltd.<br>
<br></TD>

      </TR>
        <TR VALIGN=TOP>
                <TD>  24.1<br></TD>
                <TD>Power of Attorney (included on signature page of this Registration Statement).
<br></TD>

      </TR>
 </TABLE>
<p><b>Item 9.  Undertakings.</b></p>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned registrant hereby undertakes:</p>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To file, during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement:</p>



<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
         <TR>
                <TD WIDTH=20%>&nbsp;<br><br></TD>
                <TD WIDTH=7%>(i)<br><br></TD>
                <TD WIDTH=73%>To include any prospectus required by Section 10(a)(3) of the Securities Act;<br><br></TD>

     <TR VALIGN=TOP>
                <TD>&nbsp;</TD>
                <TD>(ii)</TD>
                <TD>To reflect in the prospectus any facts or events arising after the effective
date  of this  Registration  Statement  (or  the  most  recent  post-effective
amendment  hereof)  which,  individually  or  in  the  aggregate,   represent  a
fundamental change in the information set forth in this Registration  Statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.<br><br></TD>


     <TR VALIGN=TOP>
                <TD>&nbsp;<br><br></TD>
                <TD>(iii)<br><br></TD>
                <TD>To include any material information with respect to the plan of
  distribution not previously disclosed in this Registration Statement
  or any material change to such information in this Registration Statement;<br><br></TD>

</TABLE>

<P ALIGN=CENTER>-iii-</P>
<PAGE>
<p><i>provided, however</i>, that paragraphs (1)(a)(i) and (1)(a)(ii) will 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 Section 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.</p>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.</p>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.</p>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned registrant hereby further undertakes 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
Section 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 this 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.</p>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the Securities Act may be permitted to
directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 6
above, or otherwise, the registrant has been advised that in the opinion of the 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.</p>

<P ALIGN=CENTER>-iv-</P>

<PAGE>

<P ALIGN=CENTER><B><U>SIGNATURES</U></b></P>
     <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 the 21st day of February, 2001.</P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
        <TR>
                <TD WIDTH=50%>&nbsp;</TD>
                <TD WIDTH=50%>Ampal-American Israel Corporation<BR>
                <BR>
                <BR>
                By:<u> /s/ Raz Steinmetz&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
                Name:  Raz Steinmetz<BR>
                Title: President and Chief Executive Officer<BR></TD>
</TR>
</TABLE>
<P ALIGN=CENTER><B>POWER OF ATTORNEY</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW  ALL MEN BY THESE PRESENTS,  that
each person whose  signature  appears below does hereby  constitute  and appoint
Raz Steinmetz,  Alla Kanter and Eli S. Goldberg, and each and any one of them, their true
and lawful  attorney-in-fact  and agent,  with full  power of  substitution  and
resubstitution,  for them and in their  name,  place and  stead,  in any and all
capacities,  to sign  any and all  amendments  (including,  without  limitation,
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them,  or their or his or her  substitute or  substitutes,  may
lawfully do or cause to be done by virtue hereof.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.</p>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
        <TR>
                <TD WIDTH=30%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Name</u><br><br></TD>
                <TD WIDTH=50%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Chairman of the Board</u><br><br></TD>
                <TD WIDTH=20%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Date</u><br><br></TD>
        <TR>
                <TD>   <u> /s/ Daniel Steinmetz&nbsp;&nbsp;&nbsp;</u><BR>
Daniel Steinmetz<br><br></TD>
                <TD>  Chairman of the Board<br><br><br></TD>
                <TD>  February 21, 2001<br><br><br></TD>
       </TR>
           <TR>
                <TD>   <u> /s/ Raz Steinmetz&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Raz Steinmetz<br><br></TD>
                <TD>  Chief Executive Officer, President, Director<br><br><br></TD>
                <TD>  February 21, 2001<br><br><br></TD>
       </TR>
          <TR>
                <TD>   <u> /s/ Shlomo Meichor&nbsp;&nbsp;&nbsp;</u><BR>
Shlomo Meichor<br><br></TD>
                <TD>  Chief Financial Officer<br><br><br></TD>
                <TD>  February 21, 2001<br><br><br></TD>
       </TR>
   <TR>
                <TD>   <u> /s/ Alla Kanter&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Alla Kanter<br><br></TD>
                <TD>  Chief Accounting Officer<br><br><br></TD>
                <TD>  February 21, 2001<br><br><br></TD>
       </TR>
<TR>
                <TD>   <u> /s/ Michael Arnon&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Michael Arnon<br><br></TD>
                <TD>  Director<br><br><br></TD>
                <TD>  February 21, 2001<br><br><br></TD>
       </TR>
<TR>
                <TD>   <u> /s/ Benzion Benbassat&nbsp;</u><BR>
Benzion Benbassat<br><br></TD>
                <TD>  Director<br><br><br></TD>
                <TD>  February 21, 2001<br><br><br></TD>
       </TR>
<TR>
                <TD>   <u> /s/ Yaacov Elinav&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Yaacov Elinav<br><br></TD>
                <TD>  Director<br><br><br></TD>
                <TD>  February 21, 2001<br><br><br></TD>
       </TR>
<TR>
                <TD>   <u> /s/ Kenneth L. Henderson</u><BR>
Kenneth L. Henderson<br><br></TD>
                <TD>  Director<br><br><br></TD>
                <TD>  February 21, 2001<br><br><br></TD>
       </TR>
<TR>
                <TD>   <u> /s/ Hillel Peled&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Hillel Peled<br><br></TD>
                <TD>  Director<br><br><br></TD>
                <TD>  February 21, 2001<br><br><br></TD>
       </TR>
<TR>
                <TD>   <u> /s/ Eliyahu Wagner&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Eliyahu Wagner<br><br></TD>
                <TD>  Director<br><br><br></TD>
                <TD>  February 21, 2001<br><br><br></TD>
       </TR>
<TR>
                <TD>   <u> /s/ Avi A. Vigder&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Avi A. Vigder<br><br></TD>
                <TD>  Director<br><br><br></TD>
                <TD>  February 21, 2001<br><br><br></TD>
       </TR>

</TABLE>

<P ALIGN=CENTER>-v-</P>

<PAGE>

<P ALIGN=CENTER><B>EXHIBIT INDEX</B></P>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
        <TR>
                <TD WIDTH=15%><u>Exhibit No.</u><br><br></TD>
                <TD WIDTH=85%><u>Document</u><br><br></TD>
        <TR VALIGN=TOP>
                <TD>  5.1<br></TD>
<TD>Opinion of Robinson Silverman Pearce Aronsohn &amp; Berman, LLP, counsel to the
                           Company, as to certain legal matters in connection with the shares of Class A
                           Common Stock being registered.<br><br></TD>

      </TR>
        <TR VALIGN=TOP>
                <TD>  23.1<br></TD>
                <TD>Consent of Robinson Silverman Pearce Aronsohn &amp; Berman, LLP (included as part
                           of Exhibit 5.1).<br><br></TD>

      </TR>

        <TR VALIGN=TOP>
                <TD>  23.2<br></TD>
                <TD>Independent Auditor's Consent with respect to the financial statements of:<br><br>

                                    AM-HAL Ltd.<br>
                                    Ampal-American Israel Corporation<br>
                                    Ampal Industries (Israel) Ltd.<br>
                                    Bay Heart Ltd.<br>
                                    Carmel Container Systems Ltd.<br>
                                    Coral World International Ltd.<br>
                                    Country Club Kfar-Saba Ltd.<br>
                                    Epsilon Investment House Ltd.<br>
                                    Granite Hacarmel Investments Limited<br>
                                    Hod Hasharon Sport Center Ltd.<br>
                                    Hod Hasharon Sport Center (1992) Limited Partnership<br>
                                    Mivnat Holding Ltd.<br>
                                    Sheraton Moriah (Israel) Ltd.<br>
                                    Ophir Holdings Ltd.<br>
                                    Paradise Industries Ltd.<br>
                                    Renaissance Investment Co. Ltd.<br>
                                    Shmay Bar Real Estate (1993) Ltd.<br>
                                    Shmay Bar (T.H.) 1993 Ltd.<br>
                                    Trinet Investments in High-Tech Ltd.<br>
                                    Trinet Venture Capital Ltd.<br>
<br></TD>

      </TR>
        <TR VALIGN=TOP>
                <TD>  24.1<br></TD>
                <TD>Power of Attorney (included on signature page of this Registration Statement).
<br></TD>

      </TR>



</TABLE>

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{"company-data": {"conformed-name": "AMPAL AMERICAN ISRAEL CORP /NY/", "cik": "0000731859", "assigned-sic": "6799", "irs-number": "130435685", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55970", "film-number": "1551027"}, "business-address": {"street1": "1177 AVENUE OF THE AMERICAS", "street2": "12TH FLR", "city": "NEW YORK", "state": "NY", "zip": "10036", "phone": "2127822100"}, "mail-address": {"street1": "1177 AVENUE OF THE AMERICAS", "street2": "12TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10036"}}
Form S-8 for Ampal-American Israel Corporation
Registration No. 333-________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES EXCHANGE ACT OF 1933
Ampal-American Israel Corporation
(Exact Name of Registrant as Specified in Its Charter)
New York
(State or Other Jurisdiction of
Incorporation or Organization)
13-0435685
(I.R.S. Employer Identification No.)
1177 Avenue of the Americas, 12th Floor
New York, New York 10036
(Address of Principal Executive Offices) (Zip Code)
Ampal-American Israel Corporation 2000 Incentive Plan
(Full Title of the Plan)
Eli S. Goldberg, Vice President - Legal and Secretary
Ampal-American Israel Corporation
1177 Avenue of the Americas, 12th Floor
New York, New York 10036
(Name and Address of Agent for Service)
(212) 782-2100
(Telephone Number, Including Area Code,
of Agent for Service)
Copies to:
Kenneth L. Henderson, Esq.
Robinson Silverman Pearce Aronsohn & Berman LLP
1290 Avenue of the Americas
New York, New York  10104
CALCULATION OF REGISTRATION FEE
================================================================================
                                                   Proposed
Title of                                            Maximum
Securities        Amount      Proposed Maximum     Aggregate       Amount of
 to be            to be       Offering Price        Offering      Registration
Registered      Registered     Per Share(1)        Price(1)           Fee
--------------------------------------------------------------------------------
Class A
Common Stock,
par value
$1.00           4,000,000(2)      $7.00          $28,000,000      $7,000

================================================================================
(1)     Estimated   solely  for   purposes   of
calculating the registration fee. Pursuant to Rules 457(c) and (h), the Proposed
Maximum  Offering Price Per Share and the Proposed  Maximum  Aggregate  Offering
Price are  computed  on the basis of the  average of the high and low prices per
share of Class A Common Stock of Ampal-American  Israel  Corporation as reported
on    the    Nasdaq     National     Market    on    February 16, 2001.
(2)     Of   the   shares   covered   by   this
Registration  Statement,  4,000,000 shares of Class A Common Stock represent the
underlying stock for the stock options,  restricted stock, deferred stock, stock
appreciation rights and other stock-based awards to be granted by Ampal-American
Israel Corporation under its 2000 Incentive Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The Company will provide
documents  containing  the  information  specified  in  Part  1 of  Form  S-8 to
employees as specified by Rule 428(b)(1) under the Securities  Act.  Pursuant to
the  instructions  to Form  S-8,  the  Company  is not  required  to file  these
documents  either as part of this  Registration  Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.  Incorporation of Documents by Reference.
The  following documents
are incorporated by reference into this Registration Statement:
1.
The  Company's  Annual Report on Form 10-K for the year ended  December
31, 1999, as filed on March 30, 2000.
2.
The  Company's  Quarterly Report on Form 10-Q as filed on May 15, 2000,
August 14, 2000, and November 14, 2000.
3.
The Company's Proxy Statement as filed on June 7, 2000.
4.
Description  of the Company's Class A Common Stock, $1.00 par value per
share, contained in the Registration Statement on Form 8-A filed on May 3, 2000.
In     addition,     all
documents filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent
to the date  this  Registration  Statement  is filed  with  the  Securities  and
Exchange Commission, and prior to the filing of a post-effective amendment which
indicates that all securities  offered by this Registration  Statement have been
sold or which  deregisters all such 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 the filing of such documents.
Any  statement contained
in a document  incorporated  or deemed to be  incorporated  herein by  reference
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement to the extent that a statement contained herein or in any subsequently
filed  document  which also is, or is deemed to be,  incorporated  by  reference
herein modifies or supersedes such prior statement. Any statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute  a  part  of  this  Registration   Statement,   except  as  indicated
herein.
Item 4.  Description of Securities.
Not applicable.
Item 5.  Interests of Named Experts and Counsel.
Robinson Silverman
Pearce Aronsohn &  Berman LLP, counsel to the Company,  is giving an opinion
regarding the validity of the offered shares of Class A Common Stock.
-i-
Item 6.  Indemnification of Directors and Officers.
The            Company's
Certificate  of  Incorporation  provides  that  the  personal  liability  of the
directors  of the Company  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.
The   Company's  By-laws
contain  provisions  requiring  indemnification  of the Company's  directors and
officers to the fullest extent  authorized by the laws and statutes of the State
of New York.  The By-laws  require the Company to indemnify any person by reason
of the fact that such person,  his testator or intestate is or was a director or
officer of the Company  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 the Company.  The By-
laws require the Company to indemnify any person by reason of the fact that such
person, his testator or intestate is or was a director or officer of the Company
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 the Company,  if such person acted in good faith, for
a purpose which he believed to be in the best  interests of the Company,  and in
criminal  actions or proceedings in which he had no reasonable  cause to believe
that his conduct was  unlawful.  The  Company'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.
Effective   January  30,
2000,  the Company  purchased a Directors and Officers  Liability  policy in the
amount of $30,000,000  issued by Aryeh Insurance Company of Israel Ltd. The cost
of the  policy,  which  expires  January 31,  2002,  was  $325,541.  This policy
provides  coverage to all of the  officers  and  directors of the Company and of
those  subsidiaries  of which the Company owns more than 50% of the  outstanding
voting stock.
Item 7.  Exemption from Registration Claimed.
Not applicable.
-ii-
Item 8.  Exhibits.
5.1
Opinion of Robinson Silverman Pearce Aronsohn & Berman, LLP, counsel to the
                           Company, as to certain legal matters in connection with the shares of Class A
                           Common Stock being registered.
23.1
Consent of Robinson Silverman Pearce Aronsohn & Berman, LLP (included as part
                           of Exhibit 5.1).
23.2
Independent Auditor's Consent with respect to the financial statements of:
AM-HAL Ltd.
Ampal-American Israel Corporation
Ampal Industries (Israel) Ltd.
Bay Heart Ltd.
Carmel Container Systems Ltd.
Coral World International Ltd.
Country Club Kfar-Saba Ltd.
Epsilon Investment House Ltd.
Granite Hacarmel Investments Limited
Hod Hasharon Sport Center Ltd.
Hod Hasharon Sport Center (1992) Limited Partnership
Mivnat Holding Ltd.
Sheraton Moriah (Israel) Ltd.
Ophir Holdings Ltd.
Paradise Industries Ltd.
Renaissance Investment Co. Ltd.
Shmay Bar Real Estate (1993) Ltd.
Shmay Bar (T.H.) 1993 Ltd.
Trinet Investments in High-Tech Ltd.
Trinet Venture Capital Ltd.
24.1
Power of Attorney (included on signature page of this Registration Statement).
Item 9.  Undertakings.
1.     The undersigned registrant hereby undertakes:
(a)     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 this  Registration  Statement  (or  the  most  recent  post-effective
amendment  hereof)  which,  individually  or  in  the  aggregate,   represent  a
fundamental change in the information set forth in this Registration  Statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii)
To include any material information with respect to the plan of
  distribution not previously disclosed in this Registration Statement
  or any material change to such information in this Registration Statement;
-iii-
provided, however
, that paragraphs (1)(a)(i) and (1)(a)(ii) will 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 Section 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.
(b)     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.
(c)     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.
2.     The undersigned registrant hereby further undertakes 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
Section 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 this 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.
3.     Insofar as indemnification for liabilities arising under the Securities Act may be permitted to
directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 6
above, or otherwise, the registrant has been advised that in the opinion of the 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.
-iv-
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 the 21st day of February, 2001.
Ampal-American Israel Corporation
By:
/s/ Raz Steinmetz
Name:  Raz Steinmetz
Title: President and Chief Executive Officer
POWER OF ATTORNEY
KNOW  ALL MEN BY THESE PRESENTS,  that
each person whose  signature  appears below does hereby  constitute  and appoint
Raz Steinmetz,  Alla Kanter and Eli S. Goldberg, and each and any one of them, their true
and lawful  attorney-in-fact  and agent,  with full  power of  substitution  and
resubstitution,  for them and in their  name,  place and  stead,  in any and all
capacities,  to sign  any and all  amendments  (including,  without  limitation,
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them,  or their or his or her  substitute or  substitutes,  may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Name
Chairman of the Board
Date
/s/ Daniel Steinmetz
Daniel Steinmetz
Chairman of the Board
February 21, 2001
/s/ Raz Steinmetz
Raz Steinmetz
Chief Executive Officer, President, Director
February 21, 2001
/s/ Shlomo Meichor
Shlomo Meichor
Chief Financial Officer
February 21, 2001
/s/ Alla Kanter
Alla Kanter
Chief Accounting Officer
February 21, 2001
/s/ Michael Arnon
Michael Arnon
Director
February 21, 2001
/s/ Benzion Benbassat
Benzion Benbassat
Director
February 21, 2001
/s/ Yaacov Elinav
Yaacov Elinav
Director
February 21, 2001
/s/ Kenneth L. Henderson
Kenneth L. Henderson
Director
February 21, 2001
/s/ Hillel Peled
Hillel Peled
Director
February 21, 2001
/s/ Eliyahu Wagner
Eliyahu Wagner
Director
February 21, 2001
/s/ Avi A. Vigder
Avi A. Vigder
Director
February 21, 2001
-v-
EXHIBIT INDEX
Exhibit No.
Document
5.1
Opinion of Robinson Silverman Pearce Aronsohn & Berman, LLP, counsel to the
                           Company, as to certain legal matters in connection with the shares of Class A
                           Common Stock being registered.
23.1
Consent of Robinson Silverman Pearce Aronsohn & Berman, LLP (included as part
                           of Exhibit 5.1).
23.2
Independent Auditor's Consent with respect to the financial statements of:
AM-HAL Ltd.
Ampal-American Israel Corporation
Ampal Industries (Israel) Ltd.
Bay Heart Ltd.
Carmel Container Systems Ltd.
Coral World International Ltd.
Country Club Kfar-Saba Ltd.
Epsilon Investment House Ltd.
Granite Hacarmel Investments Limited
Hod Hasharon Sport Center Ltd.
Hod Hasharon Sport Center (1992) Limited Partnership
Mivnat Holding Ltd.
Sheraton Moriah (Israel) Ltd.
Ophir Holdings Ltd.
Paradise Industries Ltd.
Renaissance Investment Co. Ltd.
Shmay Bar Real Estate (1993) Ltd.
Shmay Bar (T.H.) 1993 Ltd.
Trinet Investments in High-Tech Ltd.
Trinet Venture Capital Ltd.
24.1
Power of Attorney (included on signature page of this Registration Statement).