<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              --------------------

                                    FORM 10-Q

(Mark One)
[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934.

For the quarterly period ended                     March 31, 2001
                              ------------------------------------------------

                                          OR

[  ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934.

For the transition period from                          to
                               -------------------------  ---------------------


                                         Commission file number 0-538
                                                                ------


                        AMPAL-AMERICAN ISRAEL CORPORATION
-------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                 New York                                       13-0435685
-------------------------------------------------------------------------------
(State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                             Identification No.)

1177 Avenue of the Americas, New York, New York                    10036
-------------------------------------------------------------------------------
(Address of Principal Executive Offices)                         (Zip Code)


Registrant's Telephone Number, Including Area Code         (212) 782-2100
                                                  ------------------------------

-------------------------------------------------------------------------------
Former Name, Former Address and Former Fiscal Year, If Changed Since Last
Report.


        Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.     Yes    X       No
                                                  ---------     ---------

        The number of shares outstanding of the issuer's Class A Stock, its only
authorized common stock, is 19,152,478 (as of April 30, 2001).


<PAGE>   2


               AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES

                               Index to Form 10-Q


<TABLE>
<CAPTION>

                                                                                       Page
                                                                                       ----
Part I     Financial Information

   Item 1.    Financial Statements

<S>                                                                                  <C>
             Consolidated Statements of Income..........................                   2

             Consolidated Balance Sheets................................                   3

             Consolidated Statements of Cash Flows......................                   5

             Consolidated Statements of Changes in Shareholders'
               Equity...................................................                   7

             Consolidated Statements of Comprehensive Income............                   9

             Notes to the Consolidated Financial Statements.............                  10

   Item 2.    Management's Discussion and Analysis of Financial
                Condition and Results of Operations.....................                  12

   Item 3.    Quantitative and Qualitative Disclosures About
                Market Risks............................................                  13


Part II      Other Information..........................................                  15
</TABLE>
















<PAGE>   3



ITEM 1.  FINANCIAL STATEMENTS

AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,                                           2001               2000
--------------------------------------------------------------------------------------------------
(Dollars in thousands, except per share amounts)                    (Unaudited)        (Unaudited)

REVENUES
<S>                                                                  <C>                 <C>
Equity in earnings of affiliates............................         $    843            $   2,866
Interest....................................................              215                  374
Real estate income..........................................            3,123                2,173
Realized and unrealized (losses) gains on
  investments...............................................             (866)               3,243
Gain on sale of real estate rental property.................            7,971                    -
Other.......................................................              559                2,099
                                                                     --------            ---------
     Total revenues.........................................           11,845               10,755
                                                                     --------            ---------

EXPENSES
Interest....................................................            4,198                2,537
Real estate expenses........................................            3,009                1,730
Loss from impairment of investments.........................            1,250                1,500
Minority interests..........................................             (735)                  72
Translation (gain) loss.....................................             (842)               1,053
Other.......................................................            2,151                2,022
                                                                     --------             --------
     Total expenses.........................................            9,031                8,914
                                                                     --------             --------

Income before income taxes..................................            2,814                1,841
Provision for income taxes..................................            2,454                  679
                                                                     --------             --------
     NET INCOME.............................................         $    360             $  1,162
                                                                     ========             ========


Basic EPS
  Earnings per Class A share................................         $    .02             $    .06

  Shares used in calculation (in thousands).................           19,142               18,520

Diluted EPS
  Earnings per Class A share................................         $    .02             $    .05

  Shares used in calculation (in thousands).................           19,923               21,723
</TABLE>

The accompanying notes are an intergral part of the consolidated financial
statements.



                                       2


<PAGE>   4


 AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                      March 31,        December 31,
ASSETS AS AT                                                            2001               2000
----------------------------------------------------------------------------------------------------
(Dollars in thousands)                                              (Unaudited)

<S>                                                                  <C>                  <C>
Cash and cash equivalents...................................         $ 15,960             $  5,842


Deposits, notes and loans receivable........................           17,106               14,804


Investments.................................................          294,870              307,600


Real estate property, less accumulated
  depreciation of $6,973 and $9,310.........................           68,436               87,480


Other assets................................................           25,426               30,902
                                                                     --------             --------





TOTAL ASSETS................................................         $421,798             $446,628
                                                                     ========             ========
</TABLE>



The accompanying notes are an integral part of the consolidated financial
statements.


                                       3
<PAGE>   5


AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
LIABILITIES AND                                                     March 31,           December 31,
SHAREHOLDERS' EQUITY AS AT                                            2001                  2000
----------------------------------------------------------------------------------------------------
(Dollars in thousands)                                              (Unaudited)

LIABILITIES
Notes and loans payable:
<S>                                                                  <C>                  <C>
  Related parties...........................................         $  9,046             $ 11,605
  Others....................................................          153,930              165,938
Debentures..................................................           22,112               24,033
Accounts and income taxes payable, accrued
  expenses and minority interests...........................           81,021               80,650
                                                                     --------             --------

     Total liabilities......................................          266,109              282,226
                                                                     --------             --------

SHAREHOLDERS' EQUITY
4% Cumulative Convertible Preferred Stock, $5
  par value; authorized 189,287 shares; issued
  154,470 and 156,401 shares; outstanding 151,120
  and 153,051 shares........................................              772                  782

6-1/2% Cumulative Convertible Preferred Stock,
  $5 par value; authorized 988,055 shares; issued
  743,339 and 745,814 shares; outstanding 620,803
  and 623,278 shares........................................            3,717                3,729

Class A Stock, $1 par value; authorized
  60,000,000 shares; issued 25,320,082 and
  25,303,002 shares; outstanding 19,151,918
  and 19,134,838 shares.....................................           25,320               25,303

Additional paid-in capital..................................           58,199               58,194

Retained earnings...........................................          119,301              118,941

Treasury stock, at cost.....................................          (33,275)             (33,275)

Accumulated other comprehensive loss........................          (18,345)              (9,272)
                                                                     --------             --------

     Total shareholders' equity.............................          155,689              164,402
                                                                     --------             --------


TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY..................         $421,798             $446,628
                                                                     ========             ========
</TABLE>


The accompanying notes are an integral part of the consolidated financial
statements.


                                       4
<PAGE>   6


AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,                                            2001                 2000
------------------------------------------------------------------------------------------------------
(Dollars in thousands)                                              (Unaudited)          (Unaudited)

<S>                                                                  <C>                  <C>
Cash flows from operating activities:
  Net income................................................         $    360             $  1,162
  Adjustments to reconcile net income to net
   cash provided by operating activities:
   Equity in earnings of affiliates.........................             (843)              (2,866)
   Realized and unrealized losses (gains)
    on investments..........................................              866               (3,243)
   Gain on sale of real estate rental property..............           (7,971)                   -
   Depreciation expense.....................................              715                  429
   Amortization expense.....................................               96                  249
   Loss from impairment of investments......................            1,250                1,500
   Translation (gain) loss..................................             (842)               1,053
   Minority interests.......................................             (735)                  72
  Decrease in other assets..................................            4,059                4,578
  Increase in accounts and income taxes
   payable, accrued expenses and minority
   interests................................................            2,608                  495
  Investments made in trading securities....................                -              (14,336)
  Proceeds from sale of trading securities..................            2,965                9,925
  Dividends received from affiliates........................               48                3,423
                                                                      -------             --------

   Net cash provided by operating activities................            2,576                2,441
                                                                     --------           ----------

Cash flows from investing activities:
  Deposits, notes and loans receivable collected............            2,369                7,806
  Deposits, notes and loans receivable granted..............           (5,211)                (191)
  Investments made in:
   Available-for-sale securities............................             (752)              (2,127)
   Affiliates and others....................................           (7,604)              (9,189)
  Proceeds from sale of investments:
   Available-for-sale securities............................            2,800                    -
   Others ..................................................              134                1,133
  Proceeds from sale of real estate property,
   net of commissions and transfer taxes....................           31,723                    -
  Capital improvements......................................           (1,253)              (5,768)
                                                                     --------             --------

   Net cash provided by (used in) investing
    activities..............................................           22,206               (8,336)
                                                                     --------             --------
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.


                                       5

<PAGE>   7


AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,                                          2001                 2000
-------------------------------------------------------------------------------------------------------
(Dollars in thousands)                                             (Unaudited)          (Unaudited)

<S>                                                                  <C>                  <C>
Cash flows from financing activities:
  Notes and loans payable received:
   Others...................................................         $  6,940             $ 19,564
  Notes and loans payable repaid:
   Related parties..........................................             (301)                   -
   Others...................................................          (19,206)              (7,285)
  Proceeds from exercise of stock options...................                -                  747
  Contribution to  partnership by minority
   interests................................................            1,295                    -
  Debentures repaid.........................................           (1,894)              (6,389)
                                                                      --------            ---------

   Net cash (used in) provided by financing
    activities..............................................          (13,166)               6,637
                                                                     --------             --------

Effect of exchange rate changes on cash and
  cash equivalents .........................................           (1,498)                 534
                                                                     --------             ---------

Net increase in cash and cash equivalents...................           10,118                1,276
Cash and cash equivalents at beginning of
  period....................................................            5,842                7,409
                                                                     --------             --------

Cash and cash equivalents at end of period..................         $ 15,960             $  8,685
                                                                     ========             ========

Supplemental Disclosure of Cash Flow Information
Cash paid during the period:
  Interest paid to others:..................................         $  7,223             $     -
                                                                     ========             ========

  Income taxes paid.........................................         $     12             $    139
                                                                     ========             ========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.



                                       6

<PAGE>   8


AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,                                           2001                2000
----------------------------------------------------------------------------------------------------
(Dollars in thousands, except share amounts)                        (Unaudited)         (Unaudited)

<S>                                                                  <C>                  <C>
4% PREFERRED STOCK
Balance, beginning of year..................................         $    782             $    829
Conversion of 1,931 and 3,324 shares into
  Class A Stock.............................................              (10)                 (16)
                                                                     --------             --------
Balance, end of period......................................         $    772             $    813
                                                                     ========             ========

6-1/2% PREFERRED STOCK
Balance, beginning of year..................................         $  3,729             $  4,459
Conversion of 2,475 and 119,665 shares into
  Class A Stock.............................................              (12)                (599)
                                                                     --------             --------
Balance, end of period......................................         $  3,717             $  3,860
                                                                     ========             ========

CLASS A STOCK
Balance, beginning of year..................................         $ 25,303             $ 24,817
Issuance of shares upon conversion of
  Preferred Stock...........................................               17                  376
                                                                     --------             --------
Balance, end of period......................................         $ 25,320             $ 25,193
                                                                     ========             ========

ADDITIONAL PAID-IN CAPITAL
Balance, beginning of year..................................         $ 58,194             $ 57,896
Conversion of Preferred Stock...............................                5                  239
Issuance of shares upon exercise of
  stock options.............................................                -                   58
                                                                     --------             --------
Balance, end of period......................................         $ 58,199             $ 58,193
                                                                     ========             ========

RETAINED EARNINGS
Balance, beginning of year..................................         $118,941             $118,362
Net income..................................................              360                1,162
                                                                     --------             --------
Balance, end of period......................................         $119,301             $119,524
                                                                     ========             ========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.


                                       7
<PAGE>   9


AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY


<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,                                           2001                 2000
-----------------------------------------------------------------------------------------------------
(Dollars in thousands, except share amounts)                        (Unaudited)          (Unaudited)

TREASURY STOCK

<S>                                                                  <C>                  <C>
4% PREFERRED STOCK
Balance, end of period......................................         $    (84)            $    (84)
                                                                     --------             --------

6-1/2% PREFERRED STOCK
Balance, end of period......................................           (1,853)              (1,853)
                                                                     --------             --------

CLASS A STOCK
Balance, beginning of year - 6,168,164
  and 6,528,181 shares, at cost.............................          (31,338)             (33,615)
Issuance of shares upon exercise of 109,000
  stock options.............................................                -                  689
                                                                     --------             --------
Balance, end of period - 6,168,164 and
  6,419,181 shares, at cost.................................          (31,338)             (32,926)
                                                                     --------             --------

Balance, end of period......................................         $(33,275)            $(34,863)
                                                                     ========             ========

ACCUMULATED OTHER COMPREHENSIVE LOSS

  Cumulative translation adjustments:
  Balance, beginning of year................................         $(17,217)            $(17,676)
  Foreign currency translation adjustment...................           (1,406)                 852
                                                                     --------             --------
  Balance, end of period....................................          (18,623)             (16,824)
                                                                     --------             --------

  Unrealized gain on marketable securities:
  Balance, beginning of year................................            7,945                3,699
  Unrealized (loss) gain, net...............................           (6,182)              17,515
  Sale of available-for-sale securities.....................           (1,485)                   -
                                                                     --------              -------
  Balance, end of period....................................              278               21,214
                                                                     --------             --------

Balance, end of period......................................         $(18,345)            $  4,390
                                                                     =========            ========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.


                                       8
<PAGE>   10


AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,                                           2001                 2000
------------------------------------------------------------------------------------------------------
(Dollars in thousands)                                              (Unaudited)          (Unaudited)

<S>                                                                  <C>                  <C>
Net income..................................................         $    360             $  1,162
                                                                     --------             --------

Other comprehensive (loss) income, net of tax:
  Foreign currency translation adjustments..................           (1,406)                 852
  Unrealized (loss) gain on securities......................           (6,182)              17,515
                                                                     --------             --------
  Other comprehensive (loss) income.........................           (7,588)              18,367
                                                                     --------             --------

  Comprehensive (loss) income...............................         $ (7,228)            $ 19,529
                                                                     ========             ========

Related tax benefit (expense) of other comprehensive (loss) income:
  Foreign currency translation adjustments..................         $    534             $   (236)
  Unrealized (loss) gain on securities......................         $  4,193             $ (9,817)
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

                                       9
<PAGE>   11




               AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)

1.      As used in these financial statements, the term the "Company" refers to
        Ampal-American Israel Corporation ("Ampal") and its consolidated
        subsidiaries.

2.      The December 31, 2000 consolidated balance sheet presented herein was
        derived from the audited December 31, 2000 consolidated financial
        statements of the Company.

        Reference should be made to the Company's consolidated financial
        statements for the year ended December 31, 2000 for a description of the
        accounting policies, which have been continued without change. Also,
        reference should be made to the notes to the Company's December 31, 2000
        consolidated financial statements for additional details of the
        Company's consolidated financial condition, results of operations and
        cash flows. The details in those notes have not changed except as a
        result of normal transactions in the interim. All adjustments (of a
        normal recurring nature) which are, in the opinion of management,
        necessary to a fair presentation of the results of the interim period
        have been included.

3.      Segment information presented below results primarily from operations in
        Israel.

<TABLE>
<CAPTION>
        THREE MONTHS ENDED MARCH 31,                                   2001                 2000
        -------------------------------------------------------------------------------------------
        (Dollars in thousands)

        Revenues:
        --------
<S>                                                                  <C>                  <C>
        Finance.............................................         $    200             $  5,409
        Real estate.........................................           11,094                2,173
        Leisure-time........................................              447                  416
        Intercompany adjustments............................             (739)                (109)
                                                                     --------             --------
             Total..........................................         $ 11,002             $  7,889
                                                                     ========             ========

        Pretax Operating Income (Loss):
        ------------------------------
        Finance.............................................         $ (5,626)            $ (1,043)
        Real estate.........................................            6,790                  (19)
        Leisure-time........................................               72                  109
                                                                     --------             --------
             Total..........................................         $  1,236            $    (953)
                                                                     ========            =========

        Total Assets:
        ------------
        Finance.............................................         $339,467*            $353,347*
        Real estate.........................................           75,400               82,148
        Leisure-time........................................           13,803               14,206
        Intercompany adjustments............................           (6,872)             (10,629)
                                                                     --------             --------
             Total..........................................         $421,798             $439,072
                                                                     ========             ========
</TABLE>

        Corporate office expense is principally applicable to the financing
        operation and has been charged to that segment above. Revenues exclude
        equity in earnings of affiliates and pretax operating income excludes
        equity in earnings of affiliates and minority interests.

        The real estate segment consists of rental property owned in Israel and
        the United States (see Note 5) leased to related and unrelated parties
        and of the



                                       10
<PAGE>   12

        operations of Am-Hal Ltd., the Company's wholly-owned subsidiary which
        owns and operates a chain of senior citizens facilities located in
        Israel. The leisure-time segment consists primarily of Coral World
        International Limited (marine parks located around the world) and
        Country Club Kfar Saba (the company's 51%-owned subsidiary located in
        Israel).

        *Includes an investment in MIRS Communications Ltd. of $111 million.

4.      The following table summarizes securities that were outstanding as of
        March 31, 2001 and 2000, but not included in the calculations of diluted
        earnings per Class A share because such shares are antidilutive.

<TABLE>
<CAPTION>
        (Shares in thousands)                           March 31,
                                                   -------------------
                                                    2001         2000
                                                    ----         ----

<S>                                                 <C>          <C>
        Options and Rights                          3,013          -
        6-1/2% Preferred Stock                        621          -
</TABLE>

5.      On March 28, 2001, the Company concluded the sale of its interest in a
        building located at 800 Second Avenue in New York City for $33 million
        and recorded a pre-tax gain of approximately $8 million ($4.3 million
        net of taxes).



                                       11
<PAGE>   13


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

               AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES

Results of Operations


Consolidated net income decreased to $.4 million for the three months ended
March 31, 2001, from $1.2 million for the same period in 2000. The decrease in
income is primarily attributable to unrealized losses on investments, the
decrease in equity in earnings of affiliates, higher interest expense, higher
provision for income taxes, and lower other income. These decreases were
partially offset by the gain on sale of real estate rental property in 2001 and
a translation gain in 2001, as compared to a translation loss in 2000.

Ampal-American Israel Corporation ("Ampal") and its subsidiaries (the "Company")
recorded $2.2 million of unrealized losses on investments which are classified
as trading securities in the three-month period ended March 31, 2001, as
compared to $1.7 million of unrealized gains in the same period in 2000. The
unrealized losses recorded in 2001 and the unrealized gains recorded in 2000 are
primarily attributable to the Company's investment in shares of Bank Leumi
Le'Israel B.M. At March 31, 2001 and December 31, 2000, the aggregate fair value
of trading securities amounted to approximately $18.2 million and $23.8 million,
respectively.

In the three months ended March 31, 2001, the Company recorded $1.3 million of
gains on the sale of investments, which were primarily attributable to its
investment in Floware Wireless Systems Ltd. In the quarter ended March 31, 2000,
the Company recorded $1.5 million of gains on the sale of various marketable
securities.

Equity in earning of affiliates decreased to $.8 million for the three months
ended March 31, 2001, from $2.9 million for the same period in 2000. The
decrease is primarily attributable to the decreased earnings of the Company's
50%-owned affiliate, Trinet Venture Capital Ltd., which recorded unrealized
gains on its investments in Smart Link Ltd., Netformx Ltd. and Sim-Player.com
Ltd in 2000, and Ophirtech Ltd., the Company's 42.5%-owned affiliate, which
recorded losses from impairment of investments in 2001.

On March 28, 2001, the Company concluded the sale of its interest in a building
located at 800 Second Avenue ("800 Second Avenue") in New York City for $33
million and recorded a pre-tax gain of approximately $8 million ($4.3 million
net of taxes).

The increase in real estate income and expenses in the first quarter of 2001 as
compared to the same period in 2000 is attributable to the operations of Am-Hal
Ltd. ("Am-Hal"), the Company's wholly-owned subsidiary, which owns and operates
a chain of senior citizens facilities in Israel. In June 2000, Am-Hal opened its
second senior citizen facility which is located in Hod Hasharon, Israel.

The decrease in other income in the three months ended March 31, 2001, as
compared to the same period in 2000, is attributable to a dividend received
from MIRS Communications Ltd.  ("MIRS") in 2000, which was not distributed by
MIRS  in 2001.

The Company recorded higher interest expense in the three months ended March 31,
2001, as compared to the same period in 2000, primarily as a result of interest
expense attributable to Am-Hal's operations.



                                       12
<PAGE>   14

In the three-month period ended March 31, 2001, the Company recorded a $1.25
million loss from impairment of its investment in RealM Technologies, Ltd.,
while in the same period in 2000, the Company recorded a $1.5 million loss from
impairment of its investment in M.D.F. Industries Ltd.

The increase in the effective income tax rate in the first quarter of 2001 as
compared to the same period in 2000 is attributable to state and local income
taxes with respect to the gain on sale of 800 Second Avenue, losses of certain
Israeli subsidiaries for which no tax benefits are available and certain
expenses which are not deductible for income tax purposes.

The Company recorded a translation gain of $.8 million in the quarter ended
March 31, 2001, as compared to a translation loss of $1.1 million in the same
period in 2000. The translation gain in 2001 is attributable to the devaluation
of the new Israeli shekel against the U.S. dollar in the three months ended
March 31, 2001, while the translation loss in 2000 was attributable to foreign
exchange forward contracts executed by the Company, which were outstanding
during the first quarter of 2000.

Liquidity and Capital Resources

At March 31, 2001, cash and cash equivalents were $16 million, as compared with
$5.8 million at December 31, 2000. The increase in cash and cash equivalents and
the decrease in notes and loans payable and real estate property are primarily
attributable to the sale of 800 Second Avenue. The increase in accumulated other
comprehensive loss is primarily attributable to the unrealized losses on the
available-for-sale securities.

On January 22, 2001, the Company made an additional investment of $1.5 million
in Enbaya Ltd., a developer of a 3D browser that enables fast viewing,
compression and streaming of 3D models, and increased its equity interest in the
company from 12.9% to 20.5%.

On February 23, 2001, the Company made an additional investment of $5 million in
XACCT, a leading provider of business infrastructure software for the
next-generation public network. The Company holds an approximate 16.2% equity
interest in XACCT.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

MARKET RISKS AND SENSITIVITY ANALYSIS

The Company is exposed to various market risks, including changes in interest
rates, foreign currency rates and equity price changes. The following analysis
presents the hypothetical loss in earnings, cash flows and fair values of the
financial instruments which were held by the Company at March 31, 2001, and are
sensitive to the above market risks.

Interest Rate Risks

At March 31, 2001, the Company had financial assets totalling $31.9 million and
financial liabilities totalling $185.1 million. For fixed rate financial
instruments, interest rate changes affect the fair market value but do not
impact earnings or cash flows. Conversely, for variable rate financial
instruments, interest rate changes generally do not affect the fair market value
but do impact future earnings and cash flows, assuming other factors held
constant.

At March 31, 2001, the Company had fixed rate financial assets of $20.4 million
and variable rate financial assets of $11.5 million. Holding other variables
constant, a



                                       13
<PAGE>   15

ten percent increase in interest rates would decrease the unrealized fair value
of the fixed financial assets by approximately $.2 million.

At March 31, 2001, the Company had fixed rate debt of $47.6 million and variable
rate debt of $137.5 million. A ten percent decrease in interest rates would
increase the unrealized fair value of the fixed rate debt by approximately $.3
million.

The net decrease in earnings for the next year resulting from a ten percent
interest rate increase would be approximately $.8 million, holding other
variables constant.

Exchange Rate Sensitivity Analysis

The Company's exchange rate exposure on its financial instruments results from
its investments and ongoing operations in Israel. To partially hedge this
exposure, the Company sometimes enters into various foreign exchange forward
purchase contracts. At March 31, 2001, the Company did not have any open foreign
exchange forward purchase contracts. Holding other variables constant, if there
were a ten percent devaluation of the foreign currency, the Company's cumulative
translation loss (reflected in the Company's accumulated other comprehensive
loss) would increase by $1.6 million. Conversely, if there were a 10%
revaluation of the foreign currency, the net decrease in earnings would be $2.6
million.

Equity Price Risk

The Company's investments at March 31, 2001 included marketable securities
(trading and available-for-sale) which are recorded at fair value of $43.1
million, including a net unrealized loss of $12.4 million. Those securities have
exposure to price risk. The estimated potential loss in fair value resulting
from a hypothetical 10% decrease in prices quoted by stock exchanges is
approximately $4.3 million.



                                       14
<PAGE>   16


               AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES

                           PART II - OTHER INFORMATION

    Item 1.    Legal Proceedings -- None.

    Item 2.    Changes in Securities and Use of Proceeds -- None.

    Item 3.    Defaults upon Senior Securities -- None.

    Item 4.    Submission of Matters to a Vote of Security Holders -- None.

    Item 5.    Other Information -- None.



                                       15
<PAGE>   17


    Item 6.    Exhibits and Reports on Form 8-K

         (a)   Exhibits:

               Exhibit 11 -- Schedule Setting Forth Computation of Earnings per
               Share of Class A Stock.

         (b)   Reports on Form 8-K.  None.




                                       16
<PAGE>   18


               AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES



                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                AMPAL-AMERICAN ISRAEL CORPORATION



                                By:/s/ Raz Steinmetz
                                -----------------------------------------------
                                       Raz Steinmetz
                                       President and
                                         Chief Executive Officer
                                       (Principal Executive Officer)

                                By:/s/ Shlomo Meichor
                                -----------------------------------------------
                                       Shlomo Meichor
                                       Vice President - Finance
                                         and Treasurer
                                       (Principal Financial Officer)

                                By:/s/ Alla Kanter
                                -----------------------------------------------
                                       Alla Kanter
                                       Vice President - Accounting
                                          and Controller
                                       (Principal Accounting Officer)

Dated:  May 15, 2001




                                       17
<PAGE>   19


               AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES

                                  Exhibit Index

<TABLE>
<CAPTION>
Exhibit No.                                   Description

<S>     <C>                                                                             <C>
11      Schedule Setting Forth Computation of Earnings
               Per Share of Class A Stock...............................                       Page *

               *  This exhibit was included in the copy of this report filed
                  with the Securities and Exchange Commission and is available
                  upon request from Ampal.
</TABLE>



                                       18