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): ~~March~~April 273, 2013 (March 2528, 2013)

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.)
477 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 85.0102. ~~Other~~ ~~Events~~Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On(b) In ~~March~~connection ~~22,~~with ~~2013,~~Ampal-American ~~The~~Israel ~~NASDAQ~~Corporation’s ~~Stock Market~~ (the “~~NASDAQ~~Company”) ~~filed~~voluntary apetition ~~Form~~for 25relief ~~with~~commenced ~~the~~on ~~Securities~~August ~~and~~29, ~~Exchange~~2012 ~~Commission~~under ~~and~~Chapter ~~announced~~11 ~~that~~(Case itNo. ~~had~~12-13689) ~~delisted~~ (the ~~Class~~“Case”) Aof ~~Stock~~Title 11 of ~~Ampal-American~~the ~~Israel~~United ~~Corporation~~States Code (the “~~Company~~Bankruptcy Code”)~~. On~~ ~~March~~in ~~25,~~the ~~2013,~~United ~~NASDAQ~~States ~~announced~~Bankruptcy ~~that~~Court itfor ~~was~~the ~~rescinding~~Southern ~~its~~District ~~delisting~~of ~~notice~~New ~~and~~York ~~Form~~(the 25“Bankruptcy Court”), ~~which~~the ~~had~~Company ~~been~~entered ~~erroneously~~into ~~filed. NASDAQ~~a ~~stated~~Stipulation ~~that~~together ~~the~~with ~~Company’s~~all ~~Class~~the Amembers ~~Stock~~of ~~remains~~the ~~listed~~Board onof ~~The~~Directors ~~NASDAQ~~of ~~Capital Market, but that~~ the Company’s ~~Class~~(the A“Board”) ~~Stock~~other isthan ~~currently~~Yosef ~~suspended~~A. ~~from~~Maiman, ~~trading~~and onthe ~~NASDAQ~~officers ~~pending~~of the ~~outcome~~Company ofother ~~its~~than ~~appeal~~Yosef ofA. aMaiman, ~~NASDAQ~~by ~~Hearing~~and ~~Panel~~through ~~determination~~their torespective ~~delist~~counsel (the ~~Company’s Class A Stock~~“Stipulation”). ~~Should~~At ~~the~~a ~~Hearing~~meeting ~~Panel~~on ~~determination~~March to28, ~~delist~~2013, the ~~Company’s~~Board ~~Class~~agreed Ato ~~Stock~~certain beactions ~~affirmed,~~relating ~~then~~to ~~NASDAQ~~the ~~stated~~governance ~~that~~of itthe ~~will~~Company, ~~file~~including amodifying ~~Form~~the 25size ~~with~~of the ~~Securities~~Board and ~~Exchange~~electing ~~Commission~~replacement todirectors, ~~complete~~in ~~the~~each ~~delisting~~case ~~and~~subject to the ~~delisting~~approval ~~would~~of ~~become~~the ~~effective~~Stipulation ~~ten~~by ~~days after~~ the ~~Form~~Bankruptcy ~~25 is filed~~Court.

In connection with the Stipulation, on March 28, 2013, the Company was notified in writing that the following directors were resigning from their positions as directors of the Company, effective upon the earlier of (i) the appointment by the Bankruptcy Court of a Chief Restructuring Officer, Trustee, or other independent fiduciary to lead the Company or (ii) April 9, 2013 at 23:59 pm (Tel Aviv time) (the “Effective Date”): Revital Degani, Irit Eluz, Leo Malamud, Erez Meltzer, Menahem Morag, Sabih Saylan and Daniel Vaknin.

Additionally, the Company was notified on March 28, 2013 that the following officers were resigning from their positions as officers of the Company, as of the Effective Date: Nir Bernstein, Irit Eluz, Yoram Firon and Amit Mantsur.

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: March 27, 2013	By:	/s/ Yoram Firon
Date: April 3, 2013	By:	/s/ Yoram Firon
		Name:	Yoram Firon
		Title:	Vice President - Investments and
			Corporate Affairs and Secretary

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