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Exhibit
  31.2

CERTIFICATION

I, Irit Eluz, certify that:

I have reviewed this annual
  report on Form 10-K 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.                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                  

|Date:       March
      29, 2004 | By:/s/Irit
      Eluz                  | 
|-------------------------------- | -------------------------------------- | 
|                                 | Irit
      Eluz                        | 
|                                 | CFO
      and Vice President  Finance | 
|                                 | and
      Treasurer                    | 

88

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