Let G be a graph on n vertices. A 2-lift of G is a graph H on 2n vertices, with a covering map Ο:HβG. It is not hard to see that all eigenvalues of G are also eigenvalues of H. In addition, H has n ``new'' eigenvalues. We conjecture that every d-regular graph has a 2-lift such that all new eigenvalues are in the range [β2βdβ1,2βdβ1] (If true, this is tight, e.g. by the Alon-Boppana bound). Here we show that every graph of maximal degree d has a 2-lift such that all ``new'' eigenvalues are in the range [βcβdlog3d,cβdlog3d] for some constant c. This leads to a probabilistic algorithm for constructing arbitrarily large d-regular graphs, with second eigenvalue O(βdlog3d), a.s. in polynomial time. The proof uses the following lemma: Let A be a real symmetric matrix such that the l1 norm of each row in A is at most d. Let Ξ±=maxx,yβ{0,1}n,supp(x)β©supp(y)=β
|xAy|||x||||y||. Then the spectral radius of A is at most cΞ±log(d/Ξ±), for some universal constant c. An interesting consequence of this lemma is a converse to the Expander Mixing Lemma.