SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 5)
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)
Kenneth L. Henderson, Esq.
Robinson Silverman Pearce Aronsohn & Berman LLP
1290 Avenue of the Americas
New York, New York 10104
(212) 541-2000
_________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 21, 1997
_________________________________________________________________
(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: ( )
<PAGE>
SCHEDULE 13D
CUSIP No. 032015-10-9
_________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
REBAR FINANCIAL CORP.
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS
BK, AF
_________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) /_/
_________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
_________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 8,105,652
SHARES _________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
_________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 8,105,652
PERSON _________________________________________________
10 SHARED DISPOSITIVE POWER
WITH 0
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,105,652
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /_/
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.2%
_________________________________________________________________
14 TYPE OF REPORTING PERSON
CO
_________________________________________________________________
<PAGE>
This statement constitutes Amendment No. 5 to the
Statement on Schedule 13D (the "Schedule 13D") filed with the
Securities and Exchange Commission by Rebar Financial Corp.
("Rebar") in connection with its beneficial ownership of shares
of Class A Stock ("Class A Stock") of Ampal-American Israel
Corporation, a New York corporation (the "Issuer"). Unless
otherwise defined herein, capitalized terms used herein shall
have the meanings set forth in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and supplemented by adding the
following:
(b) Rebar used margin loans via a margin account
maintained with Oppenheimer & Co., Inc. and funds contributed by
the Principals to make the open market purchases of the shares of
Class A Stock reported herein.
Item 4. Purpose of the Transaction
This amendment is being filed to report the acquisition
by Rebar of an additional 443,900 shares of the Issuer's Class A
Stock, purchased since the filing of its most recent amendment to
its Schedule 13D. The shares were acquired for investment
purposes and in order to increase Rebar's equity stake in the
Issuer. Other than as previously set forth in its Schedule 13D
and amendments thereto, Rebar has no plans or proposals with
respect to the Issuer's Class A Stock.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and
supplemented by adding the following:
(a) Based on 23,678,984 shares of Class A Stock of the
Issuer outstanding as set forth in its Annual Report on Form 10-K
for the fiscal year ended December 31, 1996, Rebar holds
approximately 32.4% of the issued and outstanding Class A Stock
of the Issuer.
(c) Since the filing of its most recent amendment to its
Schedule 13D, RebarRebar made the following purchases of Class A Stock
in open market transactions:
Date No. Shares Price per Share Total Price
____ __________ _______________ ___________
April 23, 1997 128,100 $ 5.00 $ 640,500
April 21, 1997 271,000 5.00 1,355,000
April 16, 1997 2,300 5.00 11,500
April 15, 1997 300 5.00 1,500
April 14, 1997 25,600 5.00 128,000
April 11, 1997 10,800 5.00 54,000
April 10, 1997 2,800 5.00 14,000
April 10, 1997 3,000 5.00 15,000
_______ _________
TOTALS: 443,900 2,219,500
<PAGE>
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the infor-
mation set forth in this statement is true, complete and correct.
REBAR FINANCIAL CORP.
By:/s/ Raz Steinmetz
----------------------
Name: Raz Steinmetz
Title: Vice President
Dated: April 24, 1997
