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Exhibit 31.2

CERTIFICATION

I,
Irit Eluz, certify that:

|   |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | I have reviewed this
  quarterly report on Form 10-Q of Ampal - American Israel Corporation;                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                  
|2. | Based on my knowledge, this
  report does not contain any untrue statement of a material fact or omit to
  state a material fact necessary to make the statements made, in light of the
  circumstances under which such statements were made, not misleading with
  respect to the period covered by this report;
|   |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                  
|3. | Based on my knowledge, the
  financial statements, and other financial information included in this
  report, fairly present in all material respects the financial condition,
  results of operations and cash flows of the registrant as of, and for, the
  periods presented in this report;                   
|   |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                  
|4. | The registrants other
  certifying officer(s) and I are responsible for establishing and maintaining
  disclosure controls and procedures (as defined in Exchange Act Rules
  13a-15(e) and 15d-15(e)) for the registrant and have:                                                                              
|   |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                  
|   | a)                                                                                                                                                                                                                                                                                                                 | Designed such disclosure
  controls and procedures, or caused such disclosure controls and procedures to
  be designed under our supervision, to ensure that material information
  relating to the registrant, including its consolidated subsidiaries, is made
  known to us by others within those entities, particularly during the period
  in which this report is being prepared;         
|   |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                  
|   | b)                                                                                                                                                                                                                                                                                                                 | Evaluated the effectiveness
  of the registrants disclosure controls and procedures and presented in this
  report our conclusions about the effectiveness of the disclosure controls and
  procedures, as of the end of the period covered by this report based on such
  evaluation; and                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                  
|   | c)                                                                                                                                                                                                                                                                                                                 | Disclosed in this report
  any change in the registrants internal control over financial reporting that
  occurred during the registrants most recent fiscal quarter (the registrants
  fourth fiscal quarter in the case of an annual report) that has materially
  affected, or is reasonably likely to materially affect, the registrants
  internal control over financial reporting; and
|   |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                  
|5. | The registrants other
  certifying officer(s) and I have disclosed, based on our most recent
  evaluation of internal control over financial reporting, to the registrants
  auditors and the audit committee of the registrants board of directors (or
  persons performing the equivalent functions):        
|   |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                  
|   | a)                                                                                                                                                                                                                                                                                                                 | All significant
  deficiencies and material weaknesses in the design or operation of internal
  control over financial reporting which are reasonably likely to adversely
  affect the registrants ability to record, process, summarize and report
  financial information; and                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                  
|   | b)                                                                                                                                                                                                                                                                                                                 | Any fraud, whether or not
  material, that involves management or other employees who have a significant
  role in the registrants internal control over financial reporting.                                                                                                                                                                                                                   

|                   |                                  
|------------------ | ---------------------------------
|                   | /s/ Irit Eluz                    
|                   |                                  
|Date: May 15, 2007 | Irit Eluz                        
|                   | CFO and Senior Vice
  President -
|                   | Finance and Treasurer            

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