SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 33)
AMPAL - AMERICAN ISRAEL CORPORATION
____________________________________________________________
(Name of Issuer)
Class A Stock, par value $1.00 per share
____________________________________________________________
(Title of Class and Securities)
032015 10 9
____________________________________________________________
(CUSIP Number of Class of Securities)
Yoram Weissbrem, Secretary
Bank Hapoalim B.M.
50 Rothschild Boulevard
Tel Aviv 61000, Israel
972-3-5673333
_____________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 6, 1996
____________________________________________________________
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Statement because of Rule 13d-1(b)(3) or
(4), check the following: ( )
Check the following box if a fee is being paid with this
Statement: ( )
SCHEDULE 13D
CUSIP No. 032015 10 9
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
BANK HAPOALIM B.M.
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
ISRAEL
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 4,758,640*
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 4,758,640*
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,758,640*
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
22.76%*
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
BK
_________________________________________________________________
* Assuming conversion of the shares of 6-1/2% Preferred and 4% Preferred
owned by the Bank.
This statement constitutes Amendment No. 33 to the Statement on
Schedule 13D (the "Schedule 13D") filed with the Securities and Exchange
Commission by Bank Hapoalim B.M. (the "Bank") in connection with its
beneficial ownership of shares of Class A Stock ("Class A Stock") of
Ampal-American Israel Corporation, a New York corporation ("Ampal").
Unless otherwise defined, capitalized terms used herein shall have
the meanings ascribed to them in the Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and supplemented by adding the following:
As of the date hereof the Bank, subject to the terms of the Stock
Purchase Agreement, beneficially owns and has sole power to direct the vote
and the disposition of 4,758,640 shares of the Class A Stock constituting
22.76% of the outstanding shares of the Class A Stock (based on the number
of outstanding shares of the Class A Stock as reported to the Bank By Ampal
and assuming conversion of the shares of 6-1/2% Preferred and 4% Preferred
owned by the Bank).
On June 6, 1996, the Bank and Atad Hevra Lehashkaot Ltd. ("AHL"), a
wholly owned subsidiary of the Bank, completed the sale of 5,742,351 shares
of the Class A Stock to Rebar Financial Corp., a company incorporated under
the laws of the British Virgin Islands ("Rebar"), pursuant to the Stock
Purchase Agreement, dated May 12, 1996, the Bank and AHL entered into with
Rebar, Daniel Steinmetz, Benjamin Steinmetz and Raz Steinmetz. The Bank, on
behalf of AHL, has received from Rebar: (i) approximately $7.87 per share
of the Class A Stock or $45,167,583 in the aggregate in consideration for
the 5,742,351 shares of the Class A Stock; and (ii) approximately $7.87
per share or $11,798,583 in the aggregate in consideration for additional
1,500,001 shares of Ampal to be delivered to Rebar at a later date.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
BANK HAPOALIM B.M.
By: /s/ Yaacov Elinav
Name: Yaacov Elinav
Title: Senior Deputy Managing Director
By: /s/ Nurit Raviv
Name: Nurit Raviv
Title: Advocate
Dated: June 12, 1996
