Commission File No. 1-4212
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 20-F/A
                               (Amendment No. 1)


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

                   For the fiscal year ended December 31, 2004

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

                        AMERICAN ISRAELI PAPER MILLS LTD.

    (Exact name of Registrant as specified in its charter and translation of
                         Registrant's name into English)

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

                                     Israel

                 (Jurisdiction of incorporation or organization)

                       P.O. Box 142, Hadera 38101, Israel
                    (Address of principal executive offices)

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

 Securities registered or to be registered pursuant to Section 12(b) of the Act:

<TABLE>
<S>                                                <C>
             Title of each class                   Name of each exchange on which registered
Ordinary Shares, par value NIS .01 per share                American Stock Exchange
</TABLE>

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

                                      None

      (Title of Class) Securities for which there is a reporting obligation
                      pursuant to Section 15(d) of the Act:

                                      None

                                (Title of Class)

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

  Indicate the number of outstanding shares of each of the issuer's classes of
   capital or common stock as of the close of the period covered by the annual
                                    report:

             3,996,674 Ordinary Shares, par value NIS .01 per share

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 which financial statement item the registrant has elected
to follow: Item 17 |_| Item 18 |X|

<PAGE>


                                EXPLANATORY NOTE

American  Israeli  Paper  Mills Ltd.  ("AIPM" or the  "Company")  is filing this
Amendment  No. 1 on Form 20-F to amend its Annual  Report for the period  ending
December 31, 2004, as filed with the  Securities  and Exchange  Commission  (the
"Commission")  on June 28,  2005 (the  "Original  Filing").  The purpose of this
Amendment is to: (1) amend Item 4C entitled "Organizational  Structure" and Item
15 entitled "Controls and Procedures", (2) include Kesselman & Kesselman's audit
reports for Mondi Business Paper Hadera Ltd. and Brightman Almagor & Co.'s audit
reports  for  Rakefet   Marketing  and  Trade  Services  Ltd.  and  (3)  include
comparative figures for the US GAAP adjustments reports of Rakefet Marketing and
Trade Services Ltd., for Mondi Business Paper Hadera Ltd. and of  Hogla-Kimberly
Ltd. This Amendment No. 1 does not otherwise update  information in the Original
Filing  to  reflect  facts or  events  occurring  subsequent  to the date of the
Original Filing.

                                     PART I


ITEM 4 - INFORMATION ON THE COMPANY

C.       Organizational Structure

         As of  May  31,  2005,  Clal  Industries  and  Investment  Ltd.  (Clal)
beneficially  owned  32.90% of the  ordinary  shares of the Company and Discount
Investment  Corporation  Ltd.  (DIC)  beneficially  owned 18.59% of the ordinary
shares of the Company.  Clal and DIC agreed to coordinate  and pool their voting
power in the Company.  To our knowledge,  IDB Development  Corporation Ltd. owns
67.26% of DIC and 61.93% of Clal. See "Item 7 - Major  Shareholders  and Related
Party Transactions."

                Significant subsidiaries and associated companies

<TABLE>
<CAPTION>
         Name of the Company                                               Ownership and Voting        Country of
                                                                                                      Incorporation
<S>                                                                               <C>                 <C>
Subsidiaries

Amnir Recycling Industries Ltd.                                                   100.00%                 Israel

Graffiti Office Supplies & Paper Marketing Ltd.                                   100.00%                 Israel

Attar Marketing Office Supplies Ltd.                                              100.00%                 Israel

American Israeli Paper Mills Paper Industry (1995) Ltd.                           100.00%                 Israel

Datashred 2003 AG                                                                 75.00%               Switzerland


Associated Companies

Hogla-Kimberly Ltd.                                                               49.90%                  Israel

Ovisan Sihhi Bez Sanai Ve Ticaret A.S.                                            49.90%                  Turkey

Mondi Business Paper Hadera Ltd.                                                  49.90%                  Israel


Barthelemi Holdings Ltd.                                                          33.91%                  Israel

T.M.M. Integrated Recycling Industries Ltd. (direct and indirect)                 41.60%                  Israel

Carmel Containers Systems Ltd.                                                    26.25%                  Israel

C.D. Packaging Systems Limited (direct and indirect)                             63.20%*                  Israel

Cycle-Tec Recycling Technology Ltd.                                               30.18%                  Israel
</TABLE>


         In the exhibits we enclosed the auditors' reports of other companies,
because they have other auditors depending on their audit reports, although
these companies are immaterial to the Company's operations.



                                       2
<PAGE>

ITEM 15 - CONTROLS AND PROCEDURES


         The Company maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in the Company's
periodic filings with the SEC is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms, and that such
information is accumulated and communicated to the Company's management,
including the Company's Chief Executive Officer (CEO - the Company's senior
executive officer) and Chief Financial Officer (CFO - the Company's senior
financial officer), as appropriate, to allow timely decisions regarding required
disclosure. In designing and evaluating the disclosure controls and procedures,
management recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the
desired control objectives. Furthermore, management necessarily was required to
use its judgment in evaluating the cost to benefit relationship of possible
disclosure controls and procedures. As of the end of the period covered by this
report, the Company performed an evaluation of the effectiveness of the design
and operation of the Company's disclosure controls and procedures. The
evaluation was performed with the participation of senior management of each
business segment and key corporate functions, and under the supervision of the
CEO and CFO. Based on the evaluation, the Company's management, including the
CEO and CFO, concluded that the Company's disclosure controls and procedures
were effective. There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect internal controls
after the date the Company completed the evaluation.


ITEM 19 - EXHIBITS

(a)      The following financial statements and supporting documents are filed
         with this report:

         (i)      Reports of Independent  Registered  Public Accounting Firms to
                  the  Shareholders  of 1) Rakefet  Marketing and Trade Services
                  Ltd.  and 2)  Mondi  Business  Paper  Hadera  Ltd.  (formerly:
                  Neuisiedler Hadera Paper Ltd.)

         (ii)     Reconciliation  to US GAAP  report of  Rakefet  Marketing  and
                  Trade Services Ltd. for the year ended December 31, 2004.

         (iii)    Reconciliation  to US GAAP report of of Mondi  Business  Paper
                  Hadera Ltd. for the year ended December 31, 2004.

         (iv)     Reconciliation to US GAAP report of of Hogla-Kimberly Ltd. for
                  the year ended December 31, 2004.


(b)      Exhibits:

31.1     Certification of Chief Executive Officer pursuant to 17 CFR
         240.13a-14(a), as adopted pursuant to ss. 302 of the Sarbanes-Oxley
         Act.

31.2     Certification of Chief Financial Officer pursuant to 17 CFR
         240.13a-14(a), as adopted pursuant to ss. 302 of the Sarbanes-Oxley
         Act.

32.1     Certification of Chief Executive Officer pursuant to 18 U.S.C.ss.1350,
         as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act.

32.2     Certification of Chief Financial Officer pursuant to 18 U.S.C.ss.1350,
         as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act.



                                       3
<PAGE>

                                   SIGNATURES

         Pursuant to the requirement of Section 12 of the Securities Exchange
Act of] 1934, the registrant certifies that it meets all of the requirements for
filing on Form 20-F and has duly caused this annual report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                            AMERICAN ISRAELI PAPER MILLS LIMITED


                                            By: /s/ Lea Katz
                                                --------------------------------
                                                Name:  Lea Katz
                                                Title: Corporate Secretary


Dated:   September 29, 2005






                                       4
<PAGE>


                                  EXHIBIT INDEX

19(a)(i)       Reports of Independent Registered Public Accounting Firms to the
               Shareholders of 1) Rakefet Marketing and Trade Services Ltd. and
               2) Mondi Business Paper Hadera Ltd. (formerly: Neuisiedler Hadera
               Paper Ltd.)

19(a)(ii)      Reconciliation  to US GAAP report of Rakefet Marketing  and Trade
               Services Ltd. for the year ended December 31, 2004.

19(a)(iii)     Reconciliation  to US GAAP  report of Mondi Business Paper Hadera
               Ltd. for the year ended December 31, 2004.

19(a)(iv)      Reconciliation to US GAAP report of  Hogla-Kimberly  Ltd. for the
               year ended December 31, 2004.

31.1     Certification of Chief Executive Officer pursuant to 17 CFR
         240.13a-14(a), as adopted pursuant to ss. 302 of the Sarbanes-Oxley
         Act.

31.2     Certification of Chief Financial Officer pursuant to 17 CFR
         240.13a-14(a), as adopted pursuant to ss. 302 of the Sarbanes-Oxley
         Act.

32.1     Certification of Chief Executive Officer pursuant to 18 U.S.C.ss.1350,
         as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act.

32.2     Certification of Chief Financial Officer pursuant to 18 U.S.C.ss.1350,
         as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act.



                                       5
<PAGE>

                                                                EXHIBIT 19(a)(i)
                                                                ----------------

                          Independent Auditors' Report

                             to the Shareholders of

                    Rakefet Marketing and Trade Services Ltd.

We have audited the accompanying  balance sheets of Rakefet  Marketing and Trade
Services Ltd.  (the  "Company") as of December 31, 2004 and 2003 and the related
statements of  operations  and changes in  shareholders'  equity for each of the
three years in the period ended December 31, 2004.  These  financial  statements
are the  responsibility of the Company's Board of Directors and management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with generally  accepted auditing standards
in Israel, including those prescribed by the Israeli Auditors' Regulations (Mode
of  Performance),  1973.  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 the Board of Directors and  management,  as well as evaluating
the overall financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.

 In our opinion,  the financial  statements referred to above present fairly, in
 all material respects, the financial position of the Company as of December 31,
 2004 and 2003 and the results of operations and changes in shareholders' equity
 for each of the three years then ended, in accordance  with generally  accepted
 accounting principles in Israel.

 As explained in Note 2A, the financial statements as of dates and for reporting
 period  commencing  January 1, 2004,  are  presented  at reported  amounts,  in
 accordance with accounting standards of the Israeli Accounting Standards Board.
 The financial statements as of dates prior to January 1, 2004 and for reporting
 periods  ended  through  December 31, 2003,  have been prepared on the basis of
 historical cost adjusted for changes in the exchange rate of the U.S. dollar in
 relation to the NIS, in  accordance  with  pronouncements  of the  Institute of
 Certified Public Accountants in Israel.


/s/ Brightman Almagor & Co.
Brightman Almagor & Co.
Certified Public Accountants

A Member Firm of Deloitte Touche Tohmatsu

Tel Aviv, March 7, 2005


                                       6
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS

To the shareholders of
MONDI BUSINESS PAPER HADERA LTD (formerly: Neusiedler Hadera Paper Ltd.)

We have audited the  financial  statements of Mondi  business  paper Hadera Ltd.
(formerly:  Neusiedler  Hadera  Paper  Ltd,  hereafter  - the  Company)  and the
consolidated  financial statements of the Company and its subsidiaries:  balance
sheets as of December 31, 2003 and the related statements of income,  changes in
shareholders'  equity  and cash  flows for each of the two  years in the  period
ended December 31, 2003. These financial  statements are the  responsibility  of
the  Company's  board of directors  and  management.  Our  responsibility  is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in Israel and in the standards of the Public Company Accounting  Oversight Board
(United  States),  including those  prescribed by the Israeli  Auditors (Mode of
Performance) Regulations, 1973, 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 the Company's  board of directors and  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  based on our audits, the financial statements referred to above
present  fairly,  in all  material  respects,  the  financial  position - of the
Company and  consolidated - as of December 31, 2003 results of  operations,  the
changes  in  shareholders'  equity  and  the  cash  flows - of the  Company  and
consolidated  - for each of the two years in the period ended December 31, 2003,
in conformity with accounting  principles generally accepted ("GAAP") in Israel.
Furthermore,  in our opinion,  the  financial  statements  referred to above are
prepared  in  accordance  with the  Israeli  Securities  (Preparation  of Annual
Financial Statements) Regulations, 1993.

As  explained  in note 1b,  the  financial  statements  referred  to  above  are
presented in values  adjusted  for the changes in the exchange  rate of the U.S.
dollar,  in accordance with  pronouncements of the Institute of Certified Public
Accountants in Israel.

Tel-Aviv, Israel
    March 10, 2004
                                                /s/ Kesselman & Kesselman


                                       7
<PAGE>

                                                               EXHIBIT 19(a)(ii)
                                                               -----------------



Date:      March 7, 2005
Our ref:   783910


To:      Rakefet Marketing and Trade Services Ltd.
         Ramla
         -----

Gentlemen,

 Re:     US GAAP Adjustments Report as of December 31, 2004
         --------------------------------------------------

Pursuant to your request and as the independent accountants of Rakefet Marketing
and Trade Services Ltd. ("the  Company"),  we have audited the Company's US GAAP
Adjustments  Report as of  December  31,  2004 and for the year then ended ("the
Report").  The  Report,  which  is  enclosed  herewith,  marked  by  our  Firm's
identification seal, is your responsibility.

We  conducted  our audit in  accordance  with  standards  of the Public  Company
Accounting  Oversight Board (United States) and with generally accepted auditing
standards  in  Israel,  including  those  prescribed  by the  Israeli  Auditors'
Regulations  (Mode of Performance),  1973. Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the Report is
free of  material  misstatement.  An audit  includes  consideration  of internal
control over financial  reporting as a basis for designing audit procedures that
are appropriate in the  circumstances,  but not for the purpose of expressing an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the Report,  assessing the accounting  principles used and significant estimates
made by the Board of Directors and management, as well as evaluating the overall
Report  presentation.  We believe that our audit provides a reasonable basis for
our opinion.

In our opinion,  the Report  referred to above present  fairly,  in all material
respects, the financial position of the Company as of December 31, 2004, and the
results of  operations  and  changes in  shareholders'  equity for the year then
ended.,  in accordance  with  generally  accepted  accounting  principles in the
United States of America.

Sincerely,

/s/ Brightman Almagor & Co.
Brightman Almagor & Co.
Certified Public Accountants

A Member Firm of Deloitte Touche Tohmatsu



                                       8
<PAGE>



                    Rakefet Marketing and Trade Services Ltd.

                           US GAAP Adjustments Report
                             As of December 31, 2004
                             -----------------------

               As of the date of this letter,  the audit of the Company's  books
               has been completed,  and the financial  statements of the Company
               are  to  be  prepared  in  accordance  with  generally   accepted
               accounting   principles   ("GAAP")   applicable  in  Israel.  The
               following  describes  the  effects  on  the  Company's  financial
               statements  had the Company  would have  prepared  its  financial
               statements  in  accordance  with GAAP  applicable  in the  United
               States of America.

               A.    Basis of Measurement - Adjusted NIS vis-a-vis Nominal NIS

                     According to Israeli GAAP, the financial  statements of the
                     Company  through  December 31, 2003 were presented based on
                     nominal  historical  cost  adjusted  for the changes in the
                     exchange  rate of the U.S.  Dollar in  relation  to the NIS
                     based  on the  principles  presented  in Note  2A(4) to the
                     Parent-Company's (Hogla-Kimberly Ltd.) financial statements
                     as of December 31, 2004,  while  according to US GAAP,  the
                     financial   statements  are  to  be  presented  in  nominal
                     historical terms. Accordingly, the effect of the difference
                     in the  basis of  measurement  on the  Company's  financial
                     position and results of operations is excluded for the U.S.
                     GAAP   presentation.   As  presented  in  Note  2A  to  the
                     Parent-Company's  financial  statements  as of December 31,
                     2004,  commencing  January 1, 2004,  the Company ceased the
                     presentation of its financial  statements based on adjusted
                     NIS, and effective with the interim financial statements as
                     of March 31, 2004 and for the reporting periods thereafter,
                     including the year ended  December 31, 2004,  the Company's
                     financial statements are prepared and presented in Reported
                     Amounts,  as defined in Note 2A(1) to the  Mother-Company's
                     financial statements as of December 31, 2004.

               B.    Selected Balance Sheet Items
<TABLE>
<CAPTION>
<S>                                                                 <C>              <C>             <C>
                                                                            As of December 31, 2004
                                                                            -----------------------
                                                                      As                             As per
                                                                   reported       Adjustment         US GAAP
                                                                   --------       ----------         -------
                                                                                NIS in thousands
                                                                                ----------------

                     Shareholders' equity                           268,433          1,059           269,492
                                                                    =======          =====           =======


                                                                            As of December 31, 2003
                                                                            -----------------------
                                                                      As                             As per
                                                                   reported       Adjustment         US GAAP
                                                                   --------       ----------         -------
                                                                                NIS in thousands
                                                                                ----------------

                     Shareholders' equity                           253,175          1,092           254,267
                                                                    =======          =====           =======
</TABLE>




                                       9
<PAGE>


                    Rakefet Marketing and Trade Services Ltd.

                           US GAAP Adjustments Report
                             As of December 31, 2004
                             -----------------------

               C.    Selected Statements of Operation Items

<TABLE>
<CAPTION>
<S>                                                <C>                     <C>                  <C>
                                                                             Company
                                                                             -------
                                                                     Year ended December 31,
                                                                     -----------------------
                                                    2004                   2003                  2002
                                                    ----                   ----                  ----
                                                                         NIS in thousands
                                                                         ----------------

  Net income under Israeli GAAP                    15,258                  35,149               12,808
  Effect of material differences between
    Israeli GAAP and US GAAP:
    Change in basis of measurement
      from adjusted NIS to nominal NIS
                                                       28                 (16,057)              15,669
      Deferred taxes

                                                      (61)                   (569)                  40
                                                   ------                  ------               ------
  Net income under US GAAP
                                                   15,225                  18,523               28,517
                                                   ======                  ======               ======
</TABLE>

               D.    Changes in Shareholders' Equity in Accordance with US GAAP
<TABLE>
<CAPTION>
                                                                                       NIS in thousands
                                                                                       ----------------
<S>                                                                                        <C>
       Shareholders' equity under US GAAP as of January 1, 2002                            207,227
       Net income for the year under US GAAP                                                28,517
                                                                                           -------
       Shareholders' equity under US GAAP as of December 31, 2002                          235,744
                                                                                           =======

                                                                                       NIS in thousands
                                                                                       ----------------

       Shareholders' equity under US GAAP as of January 1, 2003                            235,744
       Net income for the year under US GAAP                                                18,523
                                                                                           -------
       Shareholders' equity under US GAAP as of December 31, 2003                          254,267
                                                                                           =======

                                                                                       NIS in thousands
                                                                                       ----------------

       Shareholders' equity under US GAAP as of January 1, 2004                            254,267
       Net income for the year under US GAAP                                                15,225
                                                                                           -------
       Shareholders' equity under US GAAP as of December 31, 2004                          269,492
                                                                                           =======

                                       /s/
                                  -------------
                                    signature
</TABLE>



                                       10
<PAGE>
                                                              EXHIBIT 19(a)(iii)
                                                              ------------------



Date:      February 23, 2005
Our ref:   793776


To:      Mondi Business Paper Hadera Ltd.
         Hadera
         ------

Gentlemen,

Re:      US GAAP Adjustments Report as of December 31, 2004
         --------------------------------------------------

Pursuant to your request and as the  independent  accountants  of Mondi Business
Paper  Hadera  Ltd.  ("the  Company"),  we have  audited the  Company's  US GAAP
Adjustments  Report as of  December  31,  2004 and for the year then ended ("the
Report").  The  Report,  which  is  enclosed  herewith,  marked  by  our  Firm's
identification seal, is your responsibility.

The Company's US GAAP adjustments financial data as of December 31, 2003 and for
each of the two years in the period  then ended were  audited by other  auditors
whose report, dated March 10, 2004, expressed an unqualified opinion on those US
GAAP adjustments financial data.

We  conducted  our audit in  accordance  with  standards  of the Public  Company
Accounting  Oversight Board (United States) and with generally accepted auditing
standards  in  Israel,  including  those  prescribed  by the  Israeli  Auditors'
Regulations  (Mode of Performance),  1973. Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the Report is
free of  material  misstatement.  An audit  includes  consideration  of internal
control over financial  reporting as a basis for designing audit procedures that
are appropriate in the  circumstances,  but not for the purpose of expressing an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the Report,  assessing the accounting  principles used and significant estimates
made by the Board of Directors and management, as well as evaluating the overall
Report  presentation.  We believe that our audit provides a reasonable basis for
our opinion.

In our opinion,  the Report  referred to above present  fairly,  in all material
respects, the financial position of the Company as of December 31, 2004, and the
results of  operations  and  changes in  shareholders'  equity for the year then
ended, in accordance with generally accepted accounting principles in the United
States of America.

Sincerely,

Brightman Almagor & Co.
Certified Public Accountants

A Member Firm of Deloitte Touche Tohmatsu




                                       11
<PAGE>


                        Mondi Business Paper Hadera Ltd.

                           US GAAP Adjustments Report
                             As of December 31, 2004
                             -----------------------

               The  consolidated  financial  statements of the Company have been
               prepared  in  accordance  with  generally   accepted   accounting
               principles ("GAAP") applicable in Israel. The following describes
               the effects on the Company's  consolidated  financial  statements
               had the Company  prepared its financial  statements in accordance
               with GAAP applicable in the United States of America.

               A.    Recent accounting pronouncements by the FASB

               (1)   SFAS No. 151 - Inventory Costs, an Amendment of ARB No. 43,
                     Chapter 4 - In November  2004 the FASB issued SFAS No. 151,
                     "Inventory  Costs,  an Amendment of ARB No. 43, Chapter 4".
                     SFAS No.  151  amends the  guidance  in ARB 43,  Chapter 4,
                     "Inventory   Pricing",   which  provides  guidance  on  the
                     allocation  of  certain   costs  to  inventory.   SFAS  151
                     clarifies that abnormal  amounts of idle facility  expense,
                     freight,  handling costs,  and wasted  material  (spoilage)
                     should  be  recognized  as   current-period   charges.   In
                     addition,  SFAS  151  requires  that  allocation  of  fixed
                     production overheads to the costs of conversion be based on
                     the  normal  capacity  of the  production  facilities.  The
                     provisions  of this  statement  are effective for inventory
                     costs  incurred  during fiscal years  beginning  after June
                     2005.  The  provisions of this  statement  shall be applied
                     prospectively.  The  Company  is  currently  assessing  the
                     impact of the  adoption of this  Standard on the  Company's
                     financial  position  and results of  operations  under U.S.
                     GAAP.

               (2)   SFAS 153,  Exchange  of  Non-Monetary  Assets - In December
                     2004,   the  FASB  issued  SFAS  No.  153,   "Exchanges  of
                     Nonmonetary  Assets  an  amendment  of APB  No.  29".  This
                     Statement  amends Opinion 29 to eliminate the exception for
                     nonmonetary  exchanges  of  similar  productive  assets and
                     replaces  it with a  general  exception  for  exchanges  of
                     nonmonetary  assets that do not have commercial  substance.
                     The Statement  specifies  that a  nonmonetary  exchange has
                     commercial substance if the future cash flows of the entity
                     are  expected  to change  significantly  as a result of the
                     exchange. This Statement is effective for nonmonetary asset
                     exchanges  occurring in fiscal periods beginning after June
                     15, 2005. Earlier  application is permitted for nonmonetary
                     asset exchanges occurring in fiscal periods beginning after
                     the date this Statement is issued.  Retroactive application
                     is not  permitted.  The Company is assessing  the impact of
                     the adoption of this Standard, and currently estimates that
                     its adoption in not  expected to have a material  effect on
                     the Company's financial position and results of operations.




                                       12
<PAGE>


                        Mondi Business Paper Hadera Ltd.

                           US GAAP Adjustments Report
                             As of December 31, 2004
                             -----------------------

               B.    Goodwill

                     According to Israeli GAAP, goodwill is to be amortized over
                     the expected estimated economic life of the asset acquired,
                     while according to US GAAP (SFAS 142),  commencing  January
                     2002 goodwill is no longer amortized but rather is reviewed
                     annually  (or  more  frequently  if  impairment  indicators
                     arise)  for  impairment.  Following  are the  corresponding
                     balance-sheet  items  presented  according  to US GAAP with
                     regard to the goodwill  associated  with the acquisition of
                     Miterani (see Note 7B to the Company's financial statements
                     as of  December  31,  2004) and the other GAAP  differences
                     outlined in D. Below.


               C.    Basis of Measurement - Adjusted NIS vis-a-vis Nominal NIS

                     According to Israeli GAAP, the financial  statements of the
                     Group  through  December 31, 2003 were  presented  based on
                     nominal  historical  cost  adjusted  for the changes in the
                     exchange  rate of the U.S.  Dollar in  relation  to the NIS
                     based  on the  principles  presented  in Note  2A(4) to the
                     Company's  financial  statements  as of December  31, 2004,
                     while according to US GAAP, the financial statements are to
                     be presented in nominal historical terms. Accordingly,  the
                     effect of the difference in the basis of measurement on the
                     Group's  financial  position and results of  operations  is
                     excluded for the U.S.  GAAP  presentation.  As presented in
                     Note  2A  to  the  Company's  financial  statements  as  of
                     December 31, 2004,  commencing  January 1, 2004,  the Group
                     ceased the  presentation of its financial  statements based
                     adjusted  NIS,  and  effective  with the interim  financial
                     statements  as of  March  31,  2004  and for the  reporting
                     periods  thereafter,  including the year ended December 31,
                     2004,  the Group's  financial  statements  are prepared and
                     presented in Reported Amounts,  as defined in Note 2A(1) to
                     the Company's financial statements as of December 31, 2004.

               D.    Selected Balance Sheet Items
<TABLE>
<CAPTION>
                                          As of December 31, 2004                           As of December 31, 2003
                                          -----------------------                           -----------------------
                                     As                             As per            As                              As per
                                  reported        Adjustment       US GAAP         reported         Adjustment        US GAAP
                                  --------        ----------       -------         --------         ----------        -------
                                              NIS in thousands                                 NIS in thousands
                                              ----------------                                 ----------------
<S>                                <C>             <C>           <C>                <C>              <C>            <C>
Other assets-Goodwill               3,800           1,678           5,478            4,423            1,055            5,478
                                   ------          ------          ------           ------           ------           ------
Shareholders' equity               99,187          (2,313)         96,874           81,925           (2,272)          79,653
                                   ======          ======          ======           ======           ======           ======
</TABLE>



                                       13
<PAGE>


                        Mondi Business Paper Hadera Ltd.

                           US GAAP Adjustments Report
                             As of December 31, 2004
                             -----------------------

               E.    Selected Statements of Operation Items
<TABLE>
<CAPTION>

                                                                                  Consolidated and Company
                                                                  ---------------------------------------------------------
                                                                                   Year ended December 31,
                                                                  ---------------------------------------------------------
                                                                        2 0 0 4              2 0 0 3            2 0 0 2
                                                                        -------              -------            -------
                                                                                      NIS in thousands
                                                                  ---------------------------------------------------------
<S>                                                                    <C>                  <C>               <C>
                                                                       17,262               18,519             16,077
         Net income under Israeli GAAP
         Effect of material differences between
           Israeli GAAP and US GAAP:
                Change in basis of measurement
                   from adjusted NIS to nominal NIS                    (1,104)               5,367               (253)
                Amortization of goodwill                                  623                  602                602
                Deferred taxes                                            440               (2,938)               402
                                                                       ------               ------             ------
         Net income under US GAAP                                      17,221               21,550             16,828


               F.    Changes in Shareholders' Equity in Accordance with US GAAP

                                                                                        NIS in thousands
                                                                  ---------------------------------------------------------

                                                                        2 0 0 4              2 0 0 3            2 0 0 2
                                                                        -------              -------            -------

              Shareholders'  equity  under  US  GAAP  as of  the         79,653               58,103            41,275
              beginning of the year
              Net income for the year under US GAAP                      17,221               21,550            16,828
                                                                         ------               ------            ------
              Shareholders'  equity  under US GAAP as of the end         96,874               79,653            58,103
              of the year
</TABLE>

                                  /s/ Avi Magid
                                  -------------
                                    Avi Magid
                             Chief Financial Officer




                                       14
<PAGE>

                                                               EXHIBIT 19(a)(iv)
                                                               -----------------


Date:      March 7, 2005
Our ref:   783908

To:      Hogla-Kimberly Ltd.
         Ramla
         -----

Gentlemen,

Re:      US GAAP Adjustments Report as of December 31, 2004
         --------------------------------------------------

Pursuant to your request and as the  independent  accountants of  Hogla-Kimberly
Ltd. ("the Company"),  we have audited the Company's US GAAP Adjustments  Report
as of December 31, 2004 and for the year then ended ("the Report").  The Report,
which is enclosed herewith,  marked by our Firm's  identification  seal, is your
responsibility.

We  conducted  our audit in  accordance  with  standards  of the Public  Company
Accounting  Oversight Board (United States) and with generally accepted auditing
standards  in  Israel,  including  those  prescribed  by the  Israeli  Auditors'
Regulations  (Mode of Performance),  1973. Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the Report is
free of  material  misstatement.  An audit  includes  consideration  of internal
control over financial  reporting as a basis for designing audit procedures that
are appropriate in the  circumstances,  but not for the purpose of expressing an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the Report,  assessing the accounting  principles used and significant estimates
made by the Board of Directors and management, as well as evaluating the overall
Report  presentation.  We believe that our audit provides a reasonable basis for
our opinion.

In our opinion,  the Report  referred to above present  fairly,  in all material
respects, the financial position of the Company as of December 31, 2004, and the
results of  operations  and  changes in  shareholders'  equity for the year then
ended, in accordance with generally accepted accounting principles in the United
States of America.

Sincerely,

/s/
Brightman Almagor & Co.
Certified Public Accountants

A Member Firm of Deloitte Touche Tohmatsu



                                       15
<PAGE>


[OBJECT OMITTED]

                           US GAAP Adjustments Report
                             As of December 31, 2004
                             -----------------------

               The  consolidated  financial  statements of the Company have been
               prepared  in  accordance  with  generally   accepted   accounting
               principles ("GAAP") applicable in Israel. The following describes
               the effects on the Company's  consolidated  financial  statements
               had the Company  prepared its financial  statements in accordance
               with GAAP applicable in the United States of America.

               A.    Recent accounting pronouncements by the FASB

               (1)   SFAS No. 151 - Inventory Costs, an Amendment of ARB No. 43,
                     Chapter 4 - In November  2004 the FASB issued SFAS No. 151,
                     "Inventory  Costs,  an Amendment of ARB No. 43, Chapter 4".
                     SFAS No.  151  amends the  guidance  in ARB 43,  Chapter 4,
                     "Inventory   Pricing",   which  provides  guidance  on  the
                     allocation  of  certain   costs  to  inventory.   SFAS  151
                     clarifies that abnormal  amounts of idle facility  expense,
                     freight,  handling costs,  and wasted  material  (spoilage)
                     should  be  recognized  as   current-period   charges.   In
                     addition,  SFAS  151  requires  that  allocation  of  fixed
                     production overheads to the costs of conversion be based on
                     the  normal  capacity  of the  production  facilities.  The
                     provisions  of this  statement  are effective for inventory
                     costs  incurred  during fiscal years  beginning  after June
                     2005.  The  provisions of this  statement  shall be applied
                     prospectively.  The  Company  is  currently  assessing  the
                     impact of the  adoption of this  Standard on the  Company's
                     financial  position  and results of  operations  under U.S.
                     GAAP.

               (2)   SFAS 153,  Exchange  of  Non-Monetary  Assets - In December
                     2004,   the  FASB  issued  SFAS  No.  153,   "Exchanges  of
                     Nonmonetary  Assets  an  amendment  of APB  No.  29".  This
                     Statement  amends Opinion 29 to eliminate the exception for
                     nonmonetary  exchanges  of  similar  productive  assets and
                     replaces  it with a  general  exception  for  exchanges  of
                     nonmonetary  assets that do not have commercial  substance.
                     The Statement  specifies  that a  nonmonetary  exchange has
                     commercial substance if the future cash flows of the entity
                     are  expected  to change  significantly  as a result of the
                     exchange. This Statement is effective for nonmonetary asset
                     exchanges  occurring in fiscal periods beginning after June
                     15, 2005. Earlier  application is permitted for nonmonetary
                     asset exchanges occurring in fiscal periods beginning after
                     the date this Statement is issued.  Retroactive application
                     is not  permitted.  The Company is assessing  the impact of
                     the adoption of this Standard, and currently estimates that
                     its adoption in not  expected to have a material  effect on
                     the Company's financial position and results of operations.

               B.    Goodwill

                     According to Israeli GAAP, goodwill is to be amortized over
                     the expected estimated economic life of the asset acquired,
                     while according to US GAAP (SFAS 142),  commencing  January
                     2002 goodwill is no longer




                                       16
<PAGE>


[OBJECT OMITTED]

                     amortized   but  rather  is  reviewed   annually  (or  more
                     frequently if impairment  indicators arise) for impairment.
                     Following  are  the   corresponding   balance-sheet   items
                     presented  according to US GAAP with regard to the goodwill
                     associated  with the  acquisition of Ovisan (see Note 9B to
                     the Company's financial statements as of December 31, 2004)
                     and the other GAAP differences outlined in D. Below.

               C.    Basis of Measurement - Adjusted NIS vis-a-vis Nominal NIS

                     According to Israeli GAAP, the financial  statements of the
                     Group  through  December 31, 2003 were  presented  based on
                     nominal  historical  cost  adjusted  for the changes in the
                     exchange  rate of the U.S.  Dollar in  relation  to the NIS
                     based  on the  principles  presented  in Note  2A(4) to the
                     Company's  financial  statements  as of December  31, 2004,
                     while according to US GAAP, the financial statements are to
                     be presented in nominal historical terms. Accordingly,  the
                     effect of the difference in the basis of measurement on the
                     Group's  financial  position and results of  operations  is
                     excluded for the U.S.  GAAP  presentation.  As presented in
                     Note  2A  to  the  Company's  financial  statements  as  of
                     December 31, 2004,  commencing  January 1, 2004,  the Group
                     ceased the  presentation of its financial  statements based
                     adjusted  NIS,  and  effective  with the interim  financial
                     statements  as of  March  31,  2004  and for the  reporting
                     periods  thereafter,  including the year ended December 31,
                     2004,  the Group's  financial  statements  are prepared and
                     presented in Reported Amounts,  as defined in Note 2A(1) to
                     the Company's financial statements as of December 31, 2004.

               D.    Selected Balance Sheet Items
<TABLE>
<CAPTION>
<S>                                                          <C>             <C>            <C>
                                                                    As of December 31, 2004
                                                                    -----------------------
                                                              As                             As per
                                                           reported       Adjustment        US GAAP
                                                           --------       ----------        -------
                                                                        NIS in thousands
                                                                        ----------------

                     Other assets - Goodwill                 25,878          8,731          34,609
                                                            =======          =====         =======
                     Shareholders' equity                   436,532           (419)        436,113
                                                            =======          =====         =======


                                                                    As of December 31, 2003
                                                                    -----------------------
                                                              As                             As per
                                                           reported       Adjustment        US GAAP
                                                           --------       ----------        -------
                                                                        NIS in thousands
                                                                        ----------------

                     Other assets - Goodwill                 29,073          5,536          34,609
                                                            =======          =====         =======
                     Shareholders' equity                   412,981         (3,003)        409,978
                                                            =======          =====         =======
</TABLE>



                                       17
<PAGE>


               E.    Selected Statements of Operation Items

<TABLE>
<CAPTION>
<S>                                                <C>                  <C>                  <C>
                                                             Consolidated and Company
                                                             ------------------------
                                                             Year ended December 31,
                                                             -----------------------

                                                    2004                 2003                 2 0 0 2
                                                    ----                 ----                 -------
                                                                    NIS in thousands
                                                                    ----------------

  Net income under Israeli GAAP                    26,928               56,253               22,712
  Effect of material differences between
    Israeli GAAP and US GAAP:
    Change in basis of measurement
      from adjusted NIS to nominal NIS                                  (5,694)              19,321
                                                    1,254
      Amortization of goodwill                                           2,768
                                                    2,832                                     2,768
      Deferred taxes
                                                   (2,298)              (4,458)              (1,016)
                                                   ------               ------               ------
  Net income under US GAAP
                                                   28,716               48,869               43,785
                                                   ======               ======               ======

               F.    Changes in Shareholders' Equity in Accordance with US GAAP

<CAPTION>
                                                                                       NIS in thousands
                                                                                       ----------------
<S>                                                     <C>                                <C>
       Shareholders' equity under US GAAP as of January 1, 2002                            397,109
           Dividend                                                                        (46,697)
       Translation adjustments                                                               4,857
       Net income for the year under US GAAP                                                47,362
                                                                                           -------
       Shareholders' equity under US GAAP as of December 31, 2002                          402,631
                                                                                           =======

                                                                                       NIS in thousands
                                                                                       ----------------

       Shareholders' equity under US GAAP as of January 1, 2003                            402,631
           Dividend                                                                        (36,499)
       Translation adjustments                                                              (5,023)
       Net income for the year under US GAAP                                                48,869
                                                                                           -------
       Shareholders' equity under US GAAP as of December 31, 2003                          409,978
                                                                                           =======

               F.    Changes in Shareholders' Equity in Accordance with US GAAP

                                                                                       NIS in thousands
                                                                                       ----------------

       Shareholders' equity under US GAAP as of January 1, 2004                            409,978
       Translation adjustments                                                              (2,581)
       Net income for the year under US GAAP                                                28,716
                                                                                           -------
       Shareholders' equity under US GAAP as of December 31, 2004                          436,113
                                                                                           =======

                                  -------------
                                    signature

</TABLE>


                                       18