<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   -----------
                                    FORM 10-K/A
       FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                                   -----------

(MARK ONE)

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

For the fiscal year ended December 31, 2000

                                       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.
        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

                                  Class A Stock
                    4% Cumulative Convertible Preferred Stock
                  6 1/2% Cumulative Convertible Preferred Stock
                               (Titles of Classes)
                                   -----------

         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
                                                ----   ----
         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K  X    .
                              ----
         The number of shares outstanding of the issuer's Class A Stock, its
only authorized common stock, is 19,353,768 (as of March 20, 2001).

         The aggregate market value of the voting stock held by non-affiliates
of the registrant is $47,366,522 (as of March 20, 2001).

<PAGE>   2
                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders of
Ampal-American Israel Corporation:

We have audited the accompanying consolidated balance sheets of Ampal-American
Israel Corporation and Subsidiaries (the "Company") as of December 31,2000 and
1999, and the related consolidated statements of income, cash flows, changes in
shareholders' equity, and comprehensive income for each of the three years in
the period ended December 31,2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits. We did not audit the
financial statements of certain consolidated subsidiaries, which statements
reflect total assets and total revenues of 15% and 15%, respectively, in 2000,
27% and 25%, respectively, in 1999, and total revenues of 6% in 1998, of the
related consolidated totals. Also, we did not audit the financial statements of
certain affiliated companies, the investments in which are reflected in the
accompanying financial statements using the equity method of accounting. The
Company's equity in net earnings of these affiliated companies represents
$10,730,000, $15,727,000, and $7,995,000, of consolidated net income for the
years ended December 31, 2000, 1999 and 1998, respectively. The statements of
these subsidiaries and affiliated companies were audited by other auditors whose
reports have been furnished to us and our opinion, insofar as it relates to the
amounts included for those entities, is based solely on the reports of other
auditors.

We conducted our audits in accordance with auditing standards generally accepted
in the Untied States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits and the reports of other auditors
provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of Ampal-American Israel Corporation and Subsidiaries as
of December 31, 2000 and 1999, and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 2000, in
conformity with accounting principles generally accepted in the United States.


New York, New York                                    /s/ Arthur Andersen LLP
March 26, 2001

                                       43
<PAGE>   3

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized, on the
25th day of May, 2001.


                                          AMPAL-AMERICAN ISRAEL CORPORATION

                                    By:    /s/ Raz Steinmetz
                                          --------------------------------------
                                          Raz Steinmetz, Chief Executive Officer
                                           and President


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended this report has been signed below by the following persons on behalf of
the Registrant and in the capacities indicated on May 25, 2001.

<TABLE>
<CAPTION>
SIGNATURES                                           TITLE                                     DATE
----------                                           -----                                     ----
<S>                                                 <C>                                        <C>
Michael Arnon                                        Director
Benzion Benbassat                                    Director
Yaacov Elinav                                        Director
Kenneth L. Henderson                                 Director
Hillel Peled                                         Director
Daniel Steinmetz                                     Chairman of the Board
                                                      of Directors and Director
Raz Steinmetz                                        Director
Avi A. Vigder                                        Director
Eliyahu Wagner                                       Director


   /s/ Raz Steinmetz
  ----------------------------------                                                           May 25, 2001
      Raz Steinmetz, Chief Executive
     Officer and President (Principal
           Executive Officer)


   /s/ Shlomo Meichor
  ----------------------------------                                                           May 25, 2001
        Shlomo Meichor, Vice
    President-Finance and Treasurer
     (Principal Financial Officer)

   /s/ Alla Kanter
  ----------------------------------                                                           May 25, 2001
           Alla Kanter, Vice
       President-Accounting and
    Controller (Principal Accounting
              Officer)
</TABLE>