SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

                                    FORM 6-K
                        Report of Foreign Private Issuer
                        Pursuant to Rule 13a-16 or 15d-16
                     of the Securities Exchange Act of 1934
                         For the Month of February 2004

                             -----------------------

                        AMERICAN ISRAELI PAPER MILLS LTD.
                 (Translation of Registrant's Name into English)
                          P.O. Box 142, Hadera, Israel
                    (Address of Principal Corporate Offices)

Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F:

                   [X]      Form 20-F         [ ]     Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): [ ]

NOTE: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if submitted solely to provide an attached annual report to security
holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): [ ]

NOTE: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a
Form 6-K submitted to furnish a report or other document that the registrant
foreign private issuer must furnish and make public under the laws of the
jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

                   [ ]      Yes               [X]      No

     If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-______________





         Attached hereto as Exhibit 1 and incorporated by reference herein is
the Registrant's press release dated February 9, 2004.


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                                    SIGNATURE

         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.

                                  AMERICAN ISRAELI PAPER MILLS LTD.

                                  (Registrant)

                                  By: /s/ Lea Katz
                                      ----------------------------------------
                                      Name:  Lea Katz
                                      Title: Corporate Secretary

Dated:  February 9, 2004.


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                                  EXHIBIT INDEX
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      EXHIBIT NO.           DESCRIPTION
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          1.                Press release dated February 9, 2004.


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                                    EXHIBIT 1

Green, Lind & McNulty, Inc.             NEWS
1435 Morris Ave., Union, NJ 07083       CLIENT: AMERICAN ISRAELI PAPER MILLS
908-686-7500                            AGENCY CONTACT: PHILIP Y. SARDOFF
                                        RELEASE DATE: IMMEDIATE

            AVI PATIR RESIGNS AS CEO OF AMERICAN ISRAELI PAPER MILLS

HADERA, ISRAEL, FEBRUARY 9, 2004. . . American Israeli Paper Mills Ltd.
(ASE:AIP) (AIPM) reported today that Avi Patir has resigned as CEO effective
immediately. A successor has not yet been appointed.