Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  DI-RAPALLO HOLDINGS LTD.
2. Date of Event Requiring Statement (Month/Day/Year)
01/10/2007
3. Issuer Name and Ticker or Trading Symbol
AMPAL-AMERICAN ISRAEL CORP [AMPL]
(Last)
(First)
(Middle)
33 HAVAZELET HASHARON ST
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

HERZLIYA, ISRAEL, L3 46106
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Stock 11,750,132 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DI-RAPALLO HOLDINGS LTD.
33 HAVAZELET HASHARON ST
HERZLIYA, ISRAEL, L3 46106
    X    
MAIMAN OHAD
33 HAVAZELET HASHARON ST.
HERZLIYA, ISRAEL, L3 46106
    X    
MAIMAN YOAV
33 HAVAZELET HASHARON ST
HERZLIYA, ISRAEL, L3 46106
    X    
MAIMAN NOA
33 HAVAZELET HASHARON ST
HERZLIYA, ISRAEL, L3 46106
    X    
MAIMAN YOSEF A
33 HAVAZELET HASHARON ST
HERZLIYA, ISRAEL, L3 46106
    X    

Signatures

/s/ Di-Rapallo Holdings Ltd. By: Yosef A. Maiman, Chairman of the Board 01/12/2007
**Signature of Reporting Person Date

/s/ Yosef A. Maiman 01/12/2007
**Signature of Reporting Person Date

/s/ Ohad Maiman 01/12/2007
**Signature of Reporting Person Date

/s/ Noa Maiman 01/12/2007
**Signature of Reporting Person Date

/s/ Yoav Maiman 01/12/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) In connection with the liquidation of the assets of Y.M. Noy Investments Ltd. ("Noy"), Noy assigned on January 10, 2007 its 11,750,132 shares of Class A Stock of the Issuer to the reporting person. Mr. Maiman owns 100% of the economic shares and one-fourth of the voting shares of the reporting person. In addition, Mr. Maiman holds an option to acquire the remaining three-fourths of the voting shares of the reporting person (which are owned by Ohad Maiman, son of Mr. Maiman, Noa Maiman, daughter of Mr. Maiman and Yoav Maiman, son of Mr. Maiman). Mr. Maiman is also a director, the Chairman of the Board, President and Chief Executive Officer of the Issuer.

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