SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 6-K

                        Report of Foreign Private Issuer
                        Pursuant to Rule 13a-16 or 15d-16
                     of the Securities Exchange Act of 1934
                         For the Month of December 2005

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

                        AMERICAN ISRAELI PAPER MILLS LTD.
                 (Translation of Registrant's Name into English)
                          P.O. Box 142, Hadera, Israel
                    (Address of Principal Corporate Offices)

Indicate by check mark whether the registrant  files or will file annual reports
under cover of Form 20-F or Form 40-F:

             |X|        Form 20-F         |_|      Form 40-F

Indicate by check mark if the  registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): |_|

NOTE:  Regulation  S-T Rule  101(b)(1) only permits the submission in paper of a
Form 6-K if submitted  solely to provide an attached  annual  report to security
holders.

Indicate by check mark if the  registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): |_|

NOTE:  Regulation  S-T Rule  101(b)(7) only permits the submission in paper of a
Form 6-K  submitted to furnish a report or other  document  that the  registrant
foreign  private  issuer  must  furnish  and make  public  under the laws of the
jurisdiction  in which the  registrant  is  incorporated,  domiciled  or legally
organized  (the  registrant's  "home  country"),  or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press  release,  is not required to be and has
not been distributed to the registrant's  security holders, and, if discussing a
material  event,  has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.

Indicate by check mark whether the  registrant  by  furnishing  the  information
contained  in this  form is  also  thereby  furnishing  the  information  to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

             |_|      Yes               |X|      No

If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-______________







         Attached  hereto as Exhibit 1 and  incorporated  herein by reference is
the Registrant's press release dated December 28, 2005.

                                    SIGNATURE
                                    ---------

         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.

                                            AMERICAN ISRAELI PAPER MILLS LTD.
                                            (Registrant)

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

Dated: December 29, 2005





                                  EXHIBIT INDEX
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      EXHIBIT NO.           DESCRIPTION
      -----------           -----------

             1.             Press release dated December 28, 2005














                                                                       EXHIBIT 1

    NEWS

                                              CLIENT:  AMERICAN ISRAELI
                                                       PAPER MILLS LTD.

                                              AGENCY CONTACT: PHILIP Y. SARDOFF

                                              FOR RELEASE:    IMMEDIATE




            AMERICAN ISRAELI PAPER MILLS LTD. DISCUSSES FUTURE PLANS
                 AND DETERMINATION OF DOLLAR AMOUNT OF DIVIDEND

Hadera,  Israel,  December 28,  2005...As  previously  announced on December 12,
2005,  American  Israeli Paper Mills Ltd.  (ASE:AIP)  (the  "Company" or "AIPM")
declared  a cash  dividend  in the  amount of NIS  12.494  per share  payable on
January  10, 2006 to  shareholders  of record on December  28,  2005.  The exact
dollar  payout was to be based on the rate of exchange of the NIS in relation to
the US Dollar in effect on December 28, 2005,  the record date, and has now been
determined  to be $2.7214 per share  before tax. The Income Tax law of the State
of Israel requires the withholding of 20 percent from the dividend payment.

The Company also clarified today,  following  publications in the Israeli press,
that it is currently  reviewing  different plans to expand its activities in the
next decade in order to increase its income and improve its profitability.

As reported in the past,  the Company is currently  examining  and promoting the
establishment  of a natural gas power plant in its site in Hadera .The  capacity
of the plant  has not yet been  determined  and to date not all of the  required
approvals have been obtained.

In addition,  the Company is in the initial stages of examining the  possibility
of expanding its production of packaging paper in its site in Hadera.  This plan
has not yet  reached the stage of a detailed  business  plan and to date has not
been approved by the Board of Directors.

Concurrently,  Hogla-Kimberly  Ltd., an associated Company (49.9%), is examining
ways to expand  its  activity  in Turkey  through  its  subsidiary  in Turkey by
introducing its  international  brands.  The launch of Kotex(R) feminine hygiene
products is currently  taking place in Turkey,  and the  introduction of further
brands  and  additional  investments  will be  examined  later on.  The  current
investment is not  substantial to the Company.  To date,  the additional  future



expansion plans of  Hogla-Kimberly  have not been completely formed and have not
received the necessary internal approvals.

The  implementation  of the foregoing  plans,  if approved,  and the anticipated
continued stability in Turkey could increase the turnover of the Turkish company
in the next five years from  approximately  $40 million  today to  approximately
$150 million.

This press release  contains  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange Act of 1934, as amended,  including  statements  predicting
AIPM's future growth. These forward-looking  statements are inherently difficult
to predict and involve risks and  uncertainties  that could cause actual results
to differ  materially,  including,  but not  limited to,  projections  of future
performance  including  predictions of future  profitability and expectations of
the business  environment in which AIPM operates.  For a detailed  discussion of
these and other risk factors, please refer to AIPM's filings with the Securities
and Exchange Commission, including Form 20-F and Reports on Form 8-K.