SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 30)
AMPAL - AMERICAN ISRAEL CORPORATION
____________________________________________________________
(Name of Issuer)
Class A Stock
____________________________________________________________
(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)
Copy to:
David Fox, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
February 18, 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 10,500,991
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 10,500,991
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,500,991
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.4%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
BK
_________________________________________________________________
This statement constitutes Amendment No. 30 to the Statement on
Schedule 13D (the "Schedule 13D") filed with the Securities and Exchange
Commission by Bank Hapoalim B.M. 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 herein, capitalized terms used herein shall
have the meanings ascribed to them in the Schedule 13D.
Item 4. Purpose of Transaction
Item 4 is hereby amended and supplemented by adding the following:
As previously disclosed by the Bank on January 14, 1996, the Bank has
requested certain parties to make proposals to acquire a portion of the
Bank's interest in Ampal. On February 18, 1996, the Bank's Board of
Directors authorized the Bank's management to negotiate with the Steinmetz
family ("Steinmetz") with a view to reaching an agreement based on
Steinmetz's proposal to acquire a portion of the Bank's interest in Ampal
at a price that reflects a valuation of Ampal which exceeds its current
market value.
The sale, if completed, is expected to reduce the Bank's holding in
Ampal to the percentage required under Israeli law.
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: February 21, 1996
