UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~September 304, 2012 (August 2930, 2012)

Ampal-American Israel Corporation

(Exact name of registrant as specified in its charter)

New York (State or other jurisdiction of incorporation)	0-538 (Commission File Number)		13-0435685 (IRS Employer Identification No.)
555 Madison Avenue New York, NY, USA (Address of principal executive offices)		10022 (Zip Code)
(866) 447-8636 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 12.0304. ~~Bankruptcy~~Triggering Events that Accelerate or ~~Receivership.~~Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

OnDirect ~~August~~Financial 29, 2012, Ampal-American Israel Corporation (the “Company”) filed a voluntary petition for relief (the “Filing”) under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Court”), Case No. 12-13689. The Company will continue to operate its business as a “debtor-in-possession” under the jurisdiction of the Court and in accordance with applicable provisions of the Bankruptcy Code and the orders of the Court. As a result of the Filing, an “automatic stay” was imposed, prohibiting the continuation or commencement of any actions against the Company and its assets, wherever located.Obligations

OnAs previously disclosed, on August 29, 2012, Ampal-American Israel Corporation (the “Company”) ~~issued~~filed a ~~press~~voluntary ~~release~~petition ~~regarding~~for relief (the “Filing”) under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Court”), aCase ~~copy~~No. 12-13689. Absent the protections provided by the Bankruptcy Code, the Filing could result in the termination of, ~~which~~or isconstitute ~~attached~~an ~~hereto~~event asof ~~Exhibit~~default 99under, the credit facility dated November 29, 2007 (the “Facility”), between Israel Discount Bank Ltd.1 (“IDB”) and isMerhav-Ampal-Group, ~~incorporated~~Ltd. ~~herein~~(“MAG”), byan ~~reference~~indirect wholly-owned subsidiary of the Company. The Filing could also result in the automatic and immediate acceleration of the indebtedness under the Facility.

The ~~Filing~~indebtedness ~~and~~under ~~other~~the ~~filings~~Facility ~~and~~was ~~materials~~originally ~~relating~~divided tointo ~~the~~two ~~case~~equal ~~may~~loans ~~also~~of beapproximately ~~accessed~~$43.7 ~~at the website, http://dm~~million.~~epiq11.com/AMP/Project.~~ ~~The~~Interest ~~information~~ on ~~the~~both ~~website~~loans ~~shall~~accrues ~~not~~at bea ~~deemed~~floating torate beequal ~~“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject~~ to ~~the~~LIBOR ~~liability~~plus of3% ~~that section,~~ and ~~shall~~is ~~not~~payable beon ~~incorporated~~a bycurrent reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filingbasis.

AsMAG ~~part~~has been informed by IDB that a sum of ~~the~~approximately ~~Filing~~67,745,000 New Israeli Shekels (equivalent to approximately $16.7 Million) held by MAG in an IDB bank account was set off by IDB on August 30, 2012. IDB asserts in its notice that the ~~Company~~set ~~also~~off ~~filed~~is in accordance with a ~~variety~~certain ofirrevocable ~~customary~~written ~~motions~~undertaking ~~with~~provided ~~the~~by ~~Court~~MAG to IDB on December 31, 2007 (the “~~First Day Motions~~Undertaking”), to ~~approve,~~which ~~among~~the ~~other~~Company ~~things,~~is a guarantor. IDB claims that the ~~Company’s~~Filing ~~access~~constitutes a breach of the Undertaking, which would allow IDB to ~~its~~set ~~bank~~off ~~accounts~~all monies held by MAG at IDB, ~~business~~and ~~forms~~would also allow IDB to accelerate MAG’s entire indebtedness under the Facility and ~~cash~~to ~~management~~set ~~system~~it to ~~allow~~immediate repayment. IDB has not set the ~~Company~~entire debt to ~~continue~~immediate ~~operating~~repayment, ~~its~~but ~~business~~noted that it retains any right it may have to do so, and ~~managing~~also reserves its ~~payments~~rights ~~and~~to ~~deposits~~do ~~efficiently~~so ~~and~~in ~~effectively~~the future.

~~The~~In ~~Court~~light ~~considered~~of ~~and~~IDB’s ~~took~~notice ~~action~~and onactions, the ~~First~~Company ~~Day~~and ~~Motions~~MAG oncurrently ~~August~~are ~~30,~~evaluating ~~2012. One~~all of ~~the~~their ~~First~~options, ~~Day~~including ~~Motions~~all ~~that the Court granted was an Order Enforcing the Automatic Stay. A copy~~ of ~~the~~their ~~Order~~possible islegal ~~attached hereto as Exhibit 99~~actions.~~2 and is incorporated herein by reference.~~

~~Item~~Any ~~3.01. Notice~~efforts ofto ~~Delisting~~enforce orthe ~~Failure~~Company’s topayment ~~Satisfy~~obligations aare ~~Continued~~automatically ~~Listing~~stayed ~~Rule~~as ora ~~Standard;~~result ~~Transfer~~ of ~~Listing~~the Filing.

On August 30, 2012, the Company received notice from the Listing Qualifications Staff (the “Staff”) of The NASDAQ Stock Market LLC (“NASDAQ”) indicating that the Staff had determined that the Company’s filing for protection under Chapter 11 of the Bankruptcy Code served as an additional basis for delisting the Company’s Class A Stock (the “Stock”) from The NASDAQ Capital Market (the “NASDAQ Capital Market”). As previously disclosed, the Company had been notified by NASDAQ that the Staff had determined to delist the Stock based upon the Company’s non-compliance with the minimum $2.5 million stockholders’ equity requirement, as set forth in NASDAQ Listing Rule 5550(b), for continued listing on the NASDAQ Capital Market (the “Staff Determination”).

On August 28, 2012, the Company requested a hearing before the NASDAQ Hearings Panel (the “Panel”), which will stay any action arising from the Staff Determination until the Panel renders a decision subsequent to the hearing. While the Company is diligently working to regain compliance with the applicable listing standards, there can be no assurance that the Panel will grant the Company’s request for continued listing on the NASDAQ Capital Market.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

EXHIBIT	DESCRIPTION
99.1	Press Release of Ampal-American Israel Corporation, dated August 29, 2012.
99.2	Order Enforcing the Automatic Stay, dated August 30, 2012.

SIGNATURES

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 hereunto duly authorized.

	AMPAL-AMERICAN ISRAEL CORPORATION
Date: August 30, 2012	By:	/s/ Yoram Firon
Date: September 4, 2012	By:	/s/ Yoram Firon
		Name: Yoram Firon
		Title: Vice President - Investments and Corporate Affairs and Secretary

EXHIBIT INDEX

EXHIBIT	DESCRIPTION
99.1	Press Release of Ampal-American Israel Corporation, dated August 29, 2012.
99.2	Order Enforcing the Automatic Stay, dated August 30, 2012.

Filing Compare · AMPAL-AMERICAN ISRAEL CORP