00-29288. Issuer Delisting; Notice of Application to Withdraw From Listing and Registration; (Ampal-American Israel Corporation, Class A Stock, $1.00 Par Value) File No. 1-08466

November 8, 2000.

Ampal-American Israel Corporation (“Company”) has filed an application with the Securities and Exchange Commission (“Commission”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”) ^[1] and Rule 12d2-2(d) thereunder,^[2] to withdraw its Class A Stock, $1,00 par value (“Security”), from listing and registration on the American Stock Exchange (“Amex”).

On May 1, 2000, the Security became designated for quotation on the National Market of the Nasdaq Stock Market, Inc. (“Nasdaq National Market”), and trading was simultaneously suspended on the Amex. The Company hopes that quotation on the Nasdaq National Market will enhance the marketability of its Security by providing greater liquidity and visibility than it had found through its listing on the Amex.

The Company has stated that it has complied with the Rules of the Amex governing the withdrawal of its Security and that the Amex has indicated that it has no objection to such withdrawal.

The Company's application relates solely to the withdrawal of the Security from listing and registration on the Amex and shall have no effect upon its continuing to be designated for quotation on the Nasdaq National Market and registered under Section 12(g) of the Act.^[3]

Any interested person may, on or before December 1, 2000, submit by letter to the Secretary of the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549-0609, facts bearing upon whether the application has been made in accordance with the rules of the Amex and what terms, if any, should be imposed by the Commission for the protection of investors. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[4]

Jonathan G. Katz,

Secretary.

Footnotes

1.  15 U.S.C. 78 l (d).

2.  17 CFR 240.12d2-2(d).

3.  15 U.S.C. 78 l (g).

4.  17 CFR 200.30-3(a)(1).