Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;Transfer of Listing.

By letter dated October 19, 2012, Ampal-American Israel Corp. (the "Company") was notified that the NASDAQ Listing Qualifications Hearings Panel (the "Panel") has determined to continue the listing of the Company's Class A Stock on The NASDAQ Capital Market, subject to the Company's timely satisfaction of certain milestones relating to the Company's debt restructuring efforts under the Company's Chapter 11 proceeding and the Company's compliance with the requirements for initial listing on The NASDAQ Capital Market upon its emergence from Chapter 11 bankruptcy, ultimately, by no later than February 18, 2013.

The NASDAQ Listing Qualifications Staff previously issued (i) a delist determination letter on August 21, 2012 based upon the rejection of the Company's plan for coming into compliance with the $2,500,000 minimum stockholders' equity listing requirement and (ii) a delist determination letter on August 30, 2012 based upon the Chapter 11 filing, and the Company subsequently appealed the proposed delisting to the Panel. The Company's hearing before the Panel was held on October 4, 2012.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

EXHIBIT DESCRIPTION

99.1 Press Release of Ampal-American Israel Corporation, dated October 23, 2012.

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