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 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 December 21, 2004.








                                    SIGNATURE
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         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 21, 2004.






                                  EXHIBIT INDEX
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      Exhibit No.           Description
      -----------           -----------

          1.                Press release, dated December 21, 2004.







                                    EXHIBIT 1
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                                                     NEWS

Hadera,  Israel,  December 21, 2004. American Israeli Paper Mills Ltd. (ASE:AIP)
announced  today that  Ovisan  Sihhi Bez Sanai Ve  Ticavet  A.S.  in  Turkey,  a
subsidiary of Hogla-Kimberly Ltd. (AIPM holds 49.9% of Hogla-Kimberly) put a lot
of effort during 2004 and achieved a volume growth of around 40%.

However,  due to increasing  competition and price erosion in Turkey, as well as
changes  made by  Ovisan  in its sales  and  distribution  structure,  Ovisan is
required to decrease its receivables and to adjust the value of its inventory to
market prices, as of the financial  reporting date. American Israeli Paper Mills
estimates that the  above-mentioned  adjustments will decrease its net profit in
the fourth quarter of 2004 by around NIS 8 million.