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 2003

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

                        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  by reference  herein is
the Registrant's press release dated December 8, 2003.





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                                    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 8, 2003.

                                      -3-


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

         1.                 Press release dated December 8, 2003.





                                      -4-


                                    EXHIBIT 1

                            NEWS

                            CLIENT: American Israeli
                                    Paper Mills

                            AGENCY CONTACT: Philip Y. Sardoff

                            FOR RELEASE:         IMMEDIATE


              AMERICAN ISRAELI PAPER MILLS INTENDS TO RAISE CAPITAL
              -----------------------------------------------------
                         THROUGH THE ISSUE OF DEBENTURES
                         -------------------------------

Hadera,  Israel,  December 8,  2003...American  Israeli  Paper Mills Ltd.  ("The
Company")  {ASE:AIP}  announced  that  following  the  decision  of the board of
directors  dated  December 7, 2003,  the Company  intends to raise up to NIS 200
million  (app.$45  million)  through the issuance of debentures to institutional
investors by private placement,  through a tender offer that the Company intends
to conduct this month.

The debentures  will be linked to the CPI and shall carry an interest rate to be
decided upon.

The debentures will not be registered for trade on any stock exchange.