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 August 2004

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

                        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 August 31, 2004.








                                    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/  Israel Eldar
                                                 -------------------------------
                                                 Name:  Israel Eldar
                                                 Title: Controller

Dated:  August 31, 2004.






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

           1.               Press release dated August 31, 2004.






                                    EXHIBIT 1
                                    ---------



                                       NEWS

                                       Client:AMERICAN ISRAELI PAPER MILLS LTD.

                                       Agency Contact: PHILIP Y. SARDOFF

                                       For Release: IMMEDIATE





             AMERICAN ISRAELI PAPER MILLS LTD. ANNOUNCES THE SIGNING

                 OF A TERM SHEET FOR THE PURCHASE OF NATURAL GAS



Hadera,  Israel,  August 31, 2004 - American Israeli Paper Mills Ltd. (ASE: AIP)
(the "Company") announced today that it had signed yesterday (August 30, 2004) a
term sheet for the  purchase of natural gas from the  partners in the Thetis Sea
Group (Noble Energy  Mediterranean  Ltd.,  Delek Drilling  Limited  Partnership,
Avner Oil Exploration  Limited  Partnership and Delek Investments and Properties
Ltd.).

The AIPM  Group,  as one of the  largest  cogeneration  producers  of steam  and
electricity in Israel,  regularly invests in the improvement and streamlining of
manufacturing  processes,  while  promoting  environmental  aspects  and meeting
strict  standards.  As  part  of  its  development  plan  and  in  light  of the
availability  of natural gas in Israel and the  initial  delivery of such gas to
private  consumers in the coming year, the Company is immediately  preparing for
converting  its energy  generation  systems from using heavy fuel oil to natural
gas, a  conversion  that will bring  about a  significant  savings in its energy
costs.

This process will be implemented in several stages.  Initially, the steam boiler
located at the Company  plant in Hadera will be  converted to the use of natural
gas. The conversion of the steam boiler  entails an investment of  approximately
$3 million and was approved by the Company's Board of Directors that convened on
August 11, 2004.  This conversion is scheduled to be performed in the first half
of  2005.  The  Company   subsequently  plans  to  join  additional  parties  in
establishing a 400-megawatt  electricity and thermal  cogeneration  plant, at an
overall  investment  estimated at $250 million.  The aim of the investment is to
take  advantage  of the  Company's  capability  to be a low cost  and  efficient
co-generator producer of electricity,  and to make a significant contribution to
its financial results.

As part of the above-mentioned process, the said term sheet was signed, pursuant
to which the Company will purchase  natural gas from the Thetis Sea  Partnership
over a period that will end at the earliest of the following dates:

     1.   15 years.
     2.   The date of  completion  of the  delivery  of an overall  quantity  of
          natural  gas, as  determined  in the  agreement  (minimum  0.4 BCM and
          maximum 3 BCM).

The financial volume of the term sheet lies between $35 million and $260 million
over the term of the agreement.

The said period may be  shortened,  under certain  conditions  determined in the
term sheet.




It was further  stipulated  that the purchase of the natural gas was  contingent
upon the completion of the laying of a natural gas pipeline to Hadera, by a date
to be agreed upon between the parties.

The term sheet is subject to the signing of a binding agreement.

In parallel,  the Company is  examining  possibilities  of acquiring  additional
quantities of natural gas, necessary for the completion of its plans.