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 12, 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 13, 2005





                                  EXHIBIT INDEX

      EXHIBIT NO.           DESCRIPTION

             1.             Press release dated December 12, 2005














                                                                       Exhibit 1
      NEWS

                                           CLIENT:  AMERICAN ISRAELI
                                                    PAPER MILLS LTD.

                                           AGENCY CONTACT:    PHILIP Y. SARDOFF

                                           FOR RELEASE:       IMMEDIATE




            AMERICAN ISRAELI PAPER MILLS LTD. DECLARES CASH DIVIDEND

Hadera, Israel,  December 12, 2005 - American Israeli Paper Mills Ltd. (ASE:AIP)
(the  "Company"  or "AIPM")  today  reported  that the Board of Directors of the
Company declared a cash dividend in a total amount of NIS 50,001,850.09  million
(approximately  $10.8 million),  or NIS 12.494 ($2.7114) per share. The dividend
will be paid on January 10, 2006 to shareholders of record on December 28, 2005.
The  foregoing  dollar  value of the cash  dividend is  calculated  based on the
exchange  rate in effect on December 12 ,2005 of NIS 4.6080 to $1.00.  The exact
dollar  payment per each share will be determined  on the record date,  based on
the exchange rate on such date.

In case of change in the issued  share  capital of the Company  until the record
date the dividend per share shall be adjusted accordingly.

The  ex-dividend  date on the American  Stock Exchange is December 23, 2005. The
ex-dividend date on the Tel Aviv Stock Exchange is December 29, 2005.

No Ordinary Share transfers  between the Company's US and Israeli registers will
be permitted from December 23, 2005 through and including  December 29, 2005, in
order to avoid any  confusion  that may result  from the  different  ex-dividend
dates on the  American  Stock  Exchange  and the Tel Aviv  Stock  Exchange.  The
temporary  suspension of transfers between registers will not affect the trading
of the Company's  Ordinary  Shares on either the American  Stock Exchange or the
Tel Aviv Stock Exchange.

(sec- 21465)