Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
ELUZ IRIT
  2. Issuer Name and Ticker or Trading Symbol
AMPAL-AMERICAN ISRAEL CORP [AMPL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CFO&VP-Fin.&Treasurer
(Last)
(First)
(Middle)
C/O AMPAL-AMERICAN ISRAEL CORPORATION, 10 ABBA EVEN ST.
3. Date of Earliest Transaction (Month/Day/Year)
12/08/2008
(Street)

HERZLIYA, ISRAEL, L3 46733
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 1.17 12/08/2008   A   358,500   12/08/2008 12/07/2018 Class A Stock 358,500 (1) 358,500 D  
Stock Option (Right to Buy) $ 3.12 12/08/2008   D     78,500   (2) 08/15/2012 Class A Stock 78,500 (1) 0 D  
Stock Option (Right to Buy) $ 3.5 12/08/2008   D     280,000   (3) 10/27/2014 Class A Stock 280,000 (1) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ELUZ IRIT
C/O AMPAL-AMERICAN ISRAEL CORPORATION
10 ABBA EVEN ST.
HERZLIYA, ISRAEL, L3 46733
      CFO&VP-Fin.&Treasurer  

Signatures

 /s/ Irit Eluz   12/10/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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 repricing of certain options by the Issuer, the options granted to the reporting person on August 16, 2002 and October 28, 2004 were cancelled in exchange for a new option with a lower exercise price.
(2) This option was granted on August 16, 2002 and vested in equal installments of 4,906.25 shares beginning on November 16, 2002 and each three month anniversary thereafter.
(3) This option was granted on October 28, 2004 and vested in equal installments of 17,500 shares beginning on January 28, 2005 and each three month anniversary thereafter.

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