SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 7)
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)
January 2, 1998
_________________________________________________________________
(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 10,090,652
SHARES _________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
_________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 10,090,652
PERSON _________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,090,652
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.4%
_________________________________________________________________
14 TYPE OF REPORTING PERSON
CO
_________________________________________________________________<PAGE>
This statement constitutes Amendment No. 7 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 974,400 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 23,807,385 shares of Class A Stock of the Issuer
outstanding as set forth in its Annual Report on Form 10-Q for the fiscal
quarter ended September 30, 1997, Rebar holds approximately 42.4% of the
issued and outstanding Class A Stock of the Issuer.
(c) Since the filing of its most recent amendment to its Schedule
13D, Rebar made the following purchases of Class A Stock in open market
transactions:
Date No. Shares Price per Share Total Price
- ---- ---------- --------------- --------------
January 2, 1998 771,900 4.875 $ 3,763,012.50
December 29, 1997 10,000 4.875 48,750.00
December 23, 1997 3,000 4.9375 14,812.50
December 22, 1997 1,000 4.9375 4,937.50
December 22, 1997 3,000 4.875 14,625.00
December 19, 1997 1,600 4.9375 7,900.00
December 18, 1997 10,000 4.9375 49,375.00
December 18, 1997 7,500 4.9375 37,031.25
December 17, 1997 12,000 4.9856 59,827.20
December 16, 1997 2,900 4.9375 14,318.75
December 15, 1997 10,000 4.9375 49,375.00
December 12, 1997 10,000 4.9375 49,375.00
December 11, 1997 4,300 4.875 20,962.50
December 11, 1997 66,500 4.9375 328,343.75
December 10, 1997 10,000 4.9375 49,375.00
December 10, 1997 10,000 4.9375 49,375.00
December 10, 1997 10,000 4.9375 49,375.00
December 8, 1997 7,100 4.875 34,612.50
December 5, 1997 16,600 4.875 80,925.00
December 3, 1997 5,000 4.875 24,375.00
December 3, 1997 1,000 4.75 4,750.00
December 3, 1997 1,000 4.75 4,750.00
------- --------------
TOTALS: 974,400 $ 4,760,183.45
(d) The information in Item 5 of Amendment No. 6 to the Schedule
13D is amended to state that the correct number of shares purchased by Rebar
on May 16, 1997 was 694,400, for a total price of $3,485,888.
<PAGE>
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.
REBAR FINANCIAL CORP.
By:/s/ Raz Steinmetz
----------------------
Name: Raz Steinmetz
Title: Vice President
Dated: January 6, 1998
