SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 9)
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)
December 3, 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:( )
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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
AF
_________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(E) [ ]
_________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
_________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 10,730,01
SHARES _________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
_________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 10,730,012
PERSON _________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,730,012
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.79%
_________________________________________________________________
14 TYPE OF REPORTING PERSON
CO
_________________________________________________________________<PAGE>
This statement constitutes Amendment No. 9 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 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 251,060 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 23,951,860 shares of Class A Stock of the Issuer
outstanding at October 31, 1998 as set forth in the Issuer's Quarterly Report
on Form 10-Q for the fiscal quarter ended September 30, 1998, Rebar holds
approximately 44.79% 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
December 3, 1998 6,200 4.4496 $ 27,587.52
December 2, 1998 20,800 4.25 88,400.00
November 30, 1998 1,000 4.25 4,250.00
November 27, 1998 5,000 4.25 21,250.00
November 25, 1998 11,400 4.07 46,398.00
November 24, 1998 5,900 3.875 24,013.00
November 23, 1998 15,500 3.871 60,000.50
November 20, 1998 1,000 3.75 3,750.00
November 19, 1998 5,500 3.7273 20,500.15
November 18, 1998 40,700 3.50 142,450.00
November 17, 1998 21,000 3.50 73,500.00
November 13, 1998 11,500 3.50 40,250.00
November 12, 1998 1,000 3.3375 3,337.50
October 15, 1998 2,200 3.50 7,700.00
September 9, 1998 13,600 4.4853 61,000.08
TOTALS: 162,300 $ 624,386.75
In addition, 88,760 shares were purchased in a private transaction at $5.00
per share for a total price of $443,800.00.
<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: December 4, 1998
