Ampal-American Israel Coropration - s. 144

Headnote

Section 144 - Revocation of cease trade order - Issuer subject to cease trade order as a result of its failure to file annual and interim financial statements - Issuer has brought filings up to date and is otherwise not in default of Ontario securities law.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127(1)2, 127(5), 127(1), 144.

June 6, 2006

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF

AMPAL-AMERICAN ISRAEL CORPORATION

ORDER

(Section 144)

WHEREAS the securities of Ampal-American Israel Corporation (the "Applicant") are subject to a Temporary Order of the Director dated December 15, 2004 under paragraph 127(1)2 and subsection 127(5) of the Act, as extended by an Order of the Director dated December 24, 2004 under subsection 127(1) of the Act (together, the "Cease Trade Order") directing that trading in the securities of the Applicant cease until the Cease Trade Order is revoked by the Director;

AND WHEREAS the Applicant has applied to the Ontario Securities Commission (the "Commission") for revocation of the Cease Trade Order pursuant to section 144 of the Act;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant is a corporation formed under the laws of New York in 1942 with its principal place of business located in New York, New York. The Applicant is subject to the reporting requirements of the United States Securities Exchange Act of 1934, as amended (the "1934 Act").

2. The Applicant is a reporting issuer under the Act and is not a reporting issuer (or equivalent) in any other jurisdiction of Canada.

3. The authorized capital of the Applicant consists of: 60,000,000 Class A Stock ("Common Stock") with a par value of $1, of which 20,157,772 shares of Common Stock were issued and outstanding on March 6, 2006; 189,287 4% Cumulative Convertible Preferred Stock ("4% Preferred Stock") with a par value of $5, of which 112,502 shares of 4% Preferred Stock were issued and 110,296 were outstanding on March 6, 2006; and 988,055 6½% Cumulative Convertible Preferred Stock (the "6½% Preferred Stock") with a par value of $5, of which 641,655 6½% Preferred Stock were issued and 501,227 were outstanding on March 6, 2006.

4. The Common Stock of the Applicant is listed on Nasdaq National Market System under the symbol "AMPL". The 6½% Preferred Stock of the Applicant is quoted on the Nasdaq SmallCap Market under the symbol "AMPLP". The 4% Preferred Stock of the Applicant is listed on the Nasdaq OTC under the symbol AMPLO.PK.

5. The number of shares registered in the names of persons with addresses in Ontario and the number of registered shareholders with addresses in Ontario is as follows:

		4%	6½%
	Common	Preferred	Preferred
	Stock	Stock	Stock
Number of Shares	702	293	6,211
Number of Shareholders	10	8	7

6. The Cease Trade Order was issued because of the failure of the Applicant to file its audited annual financial statements for the year ended December 31, 2003 and interim statements for the periods ended March 31, 2004, June 30, 2004 and September 30, 2004 as required by Ontario securities law.

7. Subsequent to the Cease Trade Order being imposed, the Applicant failed to file with the Commission its audited annual financial statements for the year ended December 31, 2004 and interim statements for the periods ended March 31, 2005, June 30, 2005 and September 30, 2005 as required by Ontario securities law.

8. The Applicant is a "foreign issuer (SEDAR)" as that term is defined in National Instrument 13-101 -- System for Electronic Document Analysis and Retrieval (SEDAR) ("NI 13-101"), and has not elected to become an electronic filer in accordance with subsection 2.1(2) of NI 13-101.

9. The Applicant has filed with the Commission in paper format its annual financial statements for the years ended December 31, 2003 and December 31, 2004, as well as its interim statements for the periods ended March 31, 2004, June 30, 2004, September 30, 2004, March 31, 2005, June 30, 2005 and September 30, 2005 (collectively the "Disclosure Documents").

10. The Disclosure Documents were not filed with the Commission within the prescribed time as a result of a compliance oversight after a corporate restructuring of the Applicant. The Disclosure Documents were filed under the 1934 Act within the prescribed time and are available on the EDGAR website maintained by the United States Securities and Exchange Commission.

11. Except for the Cease Trade Order, the Applicant is not otherwise in default of any requirement of Ontario securities law.

AND UPON considering the application and the recommendation of staff of the Commission;

AND UPON the Commission being satisfied that it would not be prejudicial to the public interest to revoke the Cease Trade Order;

IT IS ORDERED pursuant to section 144 of the Act that the Cease Trade Order be revoked.