<PAGE>

    As filed with the Securities and Exchange Commission on November 15, 2000
                                              Registration No. 333-____________

===============================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           -----------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           -----------------------------
                                   CAMTEK LTD.
             (Exact name of Registrant as specified in its charter)

                  ISRAEL                               NOT APPLICABLE
       (State or other jurisdiction           (IRS Employer Identification No.)
    of incorporation or organization)

                                 INDUSTRIAL ZONE
                                  P.O. BOX 631
                                  MIGDAL HAEMEK
                                  ISRAEL 10556

          (Address, including zip code, and telephone number, including
             area code, of Registrant's principal executive offices)

                              -------------------
                       EMPLOYEE SHARE OPTION PLAN - ISRAEL
                       INCENTIVE STOCK OPTION PLAN - U.S.
                       EMPLOYEE SHARE OPTION PLAN - EUROPE
                            (Full title of the Plans)

                              -------------------
                                CAMTEK USA, INC.
                             468 INDUSTRIAL WAY WEST
                               EATONTOWN, NJ 07724
                     (Name and address of agent for service)
                                 (908) 542-7711
          (Telephone number, including area code, of agent for service)

                           -----------------------------
  Copies of all communications, including all communications sent to the agent
                        for service, should be sent to:

                               ERNEST S. WECHSLER
                         BROBECK, PHLEGER & HARRISON LLP
                            1633 BROADWAY, 47TH FLOOR
                            NEW YORK, NEW YORK 10019
                                 (212) 237-2572
                            FACSIMILE: (212) 586-7878

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==================================================================================================================================
                                                                          Proposed            Proposed
                                            Amount to be                Maximum Offering   Maximum Aggregate        Amount of
 Title of Securities to be Registered        Registered                 Price per Share      Offering Price      Registration Fee
 ------------------------------------      -------------               -----------------   -----------------    ------------------
<S>                                    <C>                           <C>                <C>                    <C>
Ordinary Shares, NIS 0.01 par value     1,473,128 shares(1)            $3.19(1)(2)       $4,699,278.30(3)             $1,241(3)
==================================================================================================================================
</TABLE>


         (1) 1,273,128 Ordinary Shares to be registered under the Employee
Share Option Plan - Israel and the Employee Share Option Plan - Europe, and
200,000 Ordinary Shares to be registered under the Incentive Stock Option
Plan - U.S.
         (2) This Registration Statement shall also cover any additional
Ordinary Shares which become issuable under the Registrant's Employee Share
Option Plan - Israel, Incentive Stock Option Plan - U.S. and Employee Share
Option Plan - Europe by reason of any share dividend, stock split,
recapitalization or other similar transaction effected without the Registrant's
receipt of consideration which results in an increase in the number of the
Registrant's Ordinary Shares.
         (3) The price per share is estimated in accordance with Rule 457(h)
under the Securities Act of 1933, as amended, solely for the purposes of
calculating the registration fee and is the weighted average exercise price of
the options issued under the Company's Option Plans.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

                  The following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein
by reference:

                  (a) The Registrant's Registration Statement No. 333-12292 on
         Form F-1 filed with the Commission on July 14, 2000, as amended on
         Form F-1 and filed with the Commission on July 21, 2000, July 25, 2000
         and July 28, 2000 (the "F-1 Registration Statement");

                  (b) All other reports filed with the Commission pursuant to
         Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the
         "Exchange Act"), as amended since July 31, 2000; and

                  (c) The description of the Registrant's Ordinary Shares
         contained in the Registrant's Registration Statement on Form 8-A filed
         pursuant to Section 12(g) of the Exchange Act on July 21, 2000.

                  In addition to the foregoing, all documents subsequently
iled by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the filing of a
post-effective amendment indicating that all of the securities offered
hereunder have been sold or deregistering all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference in this Registration
Statement shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein modifies
of supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  DESCRIPTION OF SECURITIES

                  Not Applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not Applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  The Registrant's Articles of Association provide that,
subject to the provisions of the Israeli Companies Law - 1999 (the "Law"), the
Registrant may:

                  (1)      Obtain insurance for its office holders for
                           liability for an act performed in such officer's
                           capacity as an office holder with respect to:

                           o        A violation of the duty care to the
                                    Registrant or to another person;

                           o        A breach of fiduciary duty, provided that
                                    the officer acted in good faith and had
                                    reasonable grounds to assume that the act
                                    would not cause the Registrant harm; and

                           o        A monetary liability imposed on such
                                    officer for the benefit of another person.

                  (2)      Undertake to indemnify its officer holders, or
                           indemnify an office holder retroactively for a
                           liability imposed or approved by a court and for
                           reasonable legal fees in an action brought against
                           the office holder by the Registrant or in criminal
                           proceedings in which

                                                 II-1

<PAGE>
                           the office holder is acquitted or an offense that
                           does not require proof of criminal intent. An
                           undertaking to indemnify an office holder must be
                           limited to categories of events that can be
                           reasonably foreseen and up to a reasonable amount
                           under the circumstances.

                           Under the Law, the Registrant may not insure,
                  indemnify or exempt an office holder for a violation of the
                  duty of care (1) if the act was committed recklessly or with
                  intent; (2) if the act was committed with the intent to
                  realize illegal personal gain; or (3) for any fine imposed on
                  him or for breach of fiduciary duty, except as provided
                  above.

                           The Registrant may exempt, in advance, an office
                  holder from all or part of such officer's responsibility for
                  damages occurring as a result of a breach of the duty of
                  care. The Registrant may also approve an action taken by the
                  office holder performed in breach of fiduciary duty, if the
                  office holder acted in good faith, the action does not
                  adversely affect the Registrant, and the office holder has
                  revealed to the Registrant's board of directors any personal
                  interest in the action.

                           The Registrant has procured insurance for its office
                  holders in accordance with its Articles of Association; and
                  has adopted the necessary resolutions both to exempt them in
                  advance from any liability for damages arising from a breach
                  of their duty of care to the Registrant, and to provide them
                  with indemnification undertakings in accordance with the
                  Registrant's Articles of Association. The Registrant is
                  currently in the process of providing its office holders
                  with the above indemnification undertaking.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Not Applicable.

Item 8.  EXHIBITS

         4.0      Instruments Defining the Rights of Stockholders. Reference is
                  made to the Registrant's Registration Statement No. 000-30664
                  on Form 8-A, together with the exhibits thereto, which are
                  incorporated by reference herein pursuant to Item 3(c) to
                  this Registration Statement.

         5.0      Opinion of Shiboleth, Yisraeli, Roberts, Zisman & Co.

         10.1     Employee Share Option Plan - Israel.

         10.2     Incentive Stock Option Plan - U.S.

         10.3     Employee Share Option Plan - Europe.

         23.1     Consent of Shiboleth, Yisraeli, Roberts, Zisman & Co.
                  (contained in their opinion constituting Exhibit 5.0).

         23.2     Consent of Richard A. Eisner & Company, LLP and Goldstein
                  Sabo & Tevet.

         24.1     Power of Attorney (included in signature page)

Item 9.  UNDERTAKINGS

                  The undersigned Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement:

                  (i)      to include any prospectus required by Section 10(a)
                           (3) of the Securities Act of 1933;

                  (ii)     to reflect in the prospectus of any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement;

                                       II-2
<PAGE>


                  (iii)    to include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement;

                  PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not
                  apply if the information required to be included in a
                  post-effective amendment by those clauses is contained in
                  periodic reports filed by the Registrant pursuant to Section
                  13 or 15(d) of the Securities Exchange Act of 1934 that are
                  incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
                  the Securities Act of 1933, each such post-effective
                  amendment shall be deemed to be a new registration statement
                  relating to the securities offered therein, and the offering
                  of such securities at that time shall be deemed to be the
                  initial BONA FIDE offering thereof.

                  (3) To remove from registration by means of a post-effective
                  amendment of any of the securities being registered which
                  remain unsold at the termination of the offering; under the
                  Registrant's Employee Share Option Plan - Israel, Incentive
                  Stock Option Plan - U.S. and Employee Share Option Plan -
                  Europe.

         (b) The undersigned Registrant hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person of the Registrant in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

                                       II-3

<PAGE>



                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8, and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tel Aviv, Israel on this
15th day of November, 2000.

                                                 CAMTEK LTD.


                                                 By:  /s/ RAFI AMIT
                                                      -----------------------
                                                      Rafi Amit
                                                      Chief Executive Officer



                                POWER OF ATTORNEY
                                -----------------

KNOW ALL PERSONS BY THESE PRESENTS:

                  That each person whose signature appears below, does hereby
constitute and appoint Rafi Amit and Yotam Stern and each of them acting alone,
the lawful attorneys-in-fact and agents with full power and authority to do any
and all acts and things and to execute any and all instruments which said
attorneys and agents, and any one of them acting alone, determine may be
necessary or advisable or required to comply with the Securities Act of 1933,
as amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement. Without
limiting the generality of the foregoing power and authority, the powers
granted include the power and authority to sign the names of the undersigned
officers and directors in the capacities indicated below to this Registration
Statement, to any and all amendments, both pre-effective and post-effective,
and supplements to this Registration Statement, and to any and all instruments
or documents filed as part of or in conjunction with this Registration
Statement or amendments or supplements thereof, and each of the undersigned
hereby ratifies and confirms that any or all said attorneys and agents, or any
one of them, shall do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.

                  Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
               SIGNATURE                                   TITLE                      DATE

<S>                                   <C>                                      <C>
/s/ RAFI AMIT                          Chief Executive Officer                  November 15, 2000
-------------------------
Rafi Amit                              (Principal Executive Officer)


/s/ YOTAM STERN                        Chief Financial Officer                  November 15, 2000
-------------------------
Yotam Stern                            (Principal Accounting Officer)


/s/ MEIR BEN-SHOSHAN                                     Director               November 15, 2000
-------------------------
Meir Ben-Shoshan


/s/ HAIM HOROWITZ                                        Director               November 15, 2000
-------------------------
Haim Horowitz
</TABLE>

                                       II-4

<PAGE>

<TABLE>
<S>                                   <C>                                      <C>

/s/ DROR HURWITZ                                         Director               November 15, 2000
-------------------------
Dror Hurwitz
</TABLE>





AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

CAMTEK USA, INC.
468 INDUSTRIAL WAY WEST
EATONTOWN, NJ  07724


<TABLE>
<S>                                   <C>                                      <C>
/s/ YOTAM STERN                                          Director               November 15, 2000
---------------------------
Yotam Stern
</TABLE>

                                       II-5




<PAGE>


                                  EXHIBIT INDEX


EXHIBIT NUMBER    EXHIBIT
--------------    -------

         4.0      Instruments Defining the Rights of Stockholders. Reference is
                  made to the Registrant's Registration Statement No. 000-30664
                  on Form 8-A, together with the exhibits thereto, which are
                  incorporated by reference herein pursuant to Item 3(c) to
                  this Registration Statement.

         5.0      Opinion of Shiboleth, Yisraeli, Roberts, Zisman & Co.

         10.1     Employee Share Option Plan - Israel.

         10.2     Incentive Stock Option Plan - U.S.

         10.3     Employee Share Option Plan - Europe.

         23.1     Consent of Shiboleth, Yisraeli, Roberts, Zisman & Co.
                  (contained in their opinion constituting Exhibit 5.0).

         23.2     Consent of Richard A. Eisner & Company, LLP and Goldstein
                  Sabo & Tevet.

         24.1     Power of Attorney (included in signature page)
[{"type": "S-8", "sequence": "1", "filename": "a2030084zs-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 21174}]
{"company-data": {"conformed-name": "CAMTEK LTD", "cik": "0001109138", "assigned-sic": "3827", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49982", "film-number": "770342"}, "business-address": {"street1": "INDUSTRIAL ZONE PO BOX 631", "street2": "MIGDAL HAEMEK 011-972-6-644-0521", "city": "ISRAEL 10556", "state": "L3", "zip": "00000"}, "mail-address": {"street1": "INDUSTRIAL ZONE", "street2": "MIGDAL HAEMEK ISREAL"}}
As filed with the Securities and Exchange Commission on November 15, 2000
                                              Registration No. 333-____________

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           -----------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           -----------------------------
                                   CAMTEK LTD.
             (Exact name of Registrant as specified in its charter)

                  ISRAEL                               NOT APPLICABLE
       (State or other jurisdiction           (IRS Employer Identification No.)
    of incorporation or organization)

                                 INDUSTRIAL ZONE
                                  P.O. BOX 631
                                  MIGDAL HAEMEK
                                  ISRAEL 10556

          (Address, including zip code, and telephone number, including
             area code, of Registrant's principal executive offices)

                              -------------------
                       EMPLOYEE SHARE OPTION PLAN - ISRAEL
                       INCENTIVE STOCK OPTION PLAN - U.S.
                       EMPLOYEE SHARE OPTION PLAN - EUROPE
                            (Full title of the Plans)

                              -------------------
                                CAMTEK USA, INC.
                             468 INDUSTRIAL WAY WEST
                               EATONTOWN, NJ 07724
                     (Name and address of agent for service)
                                 (908) 542-7711
          (Telephone number, including area code, of agent for service)

                           -----------------------------
  Copies of all communications, including all communications sent to the agent
                        for service, should be sent to:

                               ERNEST S. WECHSLER
                         BROBECK, PHLEGER & HARRISON LLP
                            1633 BROADWAY, 47TH FLOOR
                            NEW YORK, NEW YORK 10019
                                 (212) 237-2572
                            FACSIMILE: (212) 586-7878

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================================
                                                                          Proposed            Proposed
                                            Amount to be                Maximum Offering   Maximum Aggregate        Amount of
 Title of Securities to be Registered        Registered                 Price per Share      Offering Price      Registration Fee
 ------------------------------------      -------------               -----------------   -----------------    ------------------
Ordinary Shares, NIS 0.01 par value     1,473,128 shares(1)            $3.19(1)(2)       $4,699,278.30(3)             $1,241(3)
==================================================================================================================================
(1) 1,273,128 Ordinary Shares to be registered under the Employee
Share Option Plan - Israel and the Employee Share Option Plan - Europe, and
200,000 Ordinary Shares to be registered under the Incentive Stock Option
Plan - U.S.
         (2) This Registration Statement shall also cover any additional
Ordinary Shares which become issuable under the Registrant's Employee Share
Option Plan - Israel, Incentive Stock Option Plan - U.S. and Employee Share
Option Plan - Europe by reason of any share dividend, stock split,
recapitalization or other similar transaction effected without the Registrant's
receipt of consideration which results in an increase in the number of the
Registrant's Ordinary Shares.
         (3) The price per share is estimated in accordance with Rule 457(h)
under the Securities Act of 1933, as amended, solely for the purposes of
calculating the registration fee and is the weighted average exercise price of
the options issued under the Company's Option Plans.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

                  The following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein
by reference:

                  (a) The Registrant's Registration Statement No. 333-12292 on
         Form F-1 filed with the Commission on July 14, 2000, as amended on
         Form F-1 and filed with the Commission on July 21, 2000, July 25, 2000
         and July 28, 2000 (the "F-1 Registration Statement");

                  (b) All other reports filed with the Commission pursuant to
         Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the
         "Exchange Act"), as amended since July 31, 2000; and

                  (c) The description of the Registrant's Ordinary Shares
         contained in the Registrant's Registration Statement on Form 8-A filed
         pursuant to Section 12(g) of the Exchange Act on July 21, 2000.

                  In addition to the foregoing, all documents subsequently
iled by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the filing of a
post-effective amendment indicating that all of the securities offered
hereunder have been sold or deregistering all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference in this Registration
Statement shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein modifies
of supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  DESCRIPTION OF SECURITIES

                  Not Applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not Applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  The Registrant's Articles of Association provide that,
subject to the provisions of the Israeli Companies Law - 1999 (the "Law"), the
Registrant may:

                  (1)      Obtain insurance for its office holders for
                           liability for an act performed in such officer's
                           capacity as an office holder with respect to:

                           o        A violation of the duty care to the
                                    Registrant or to another person;

                           o        A breach of fiduciary duty, provided that
                                    the officer acted in good faith and had
                                    reasonable grounds to assume that the act
                                    would not cause the Registrant harm; and

                           o        A monetary liability imposed on such
                                    officer for the benefit of another person.

                  (2)      Undertake to indemnify its officer holders, or
                           indemnify an office holder retroactively for a
                           liability imposed or approved by a court and for
                           reasonable legal fees in an action brought against
                           the office holder by the Registrant or in criminal
                           proceedings in which

                                                 II-1
the office holder is acquitted or an offense that
                           does not require proof of criminal intent. An
                           undertaking to indemnify an office holder must be
                           limited to categories of events that can be
                           reasonably foreseen and up to a reasonable amount
                           under the circumstances.

                           Under the Law, the Registrant may not insure,
                  indemnify or exempt an office holder for a violation of the
                  duty of care (1) if the act was committed recklessly or with
                  intent; (2) if the act was committed with the intent to
                  realize illegal personal gain; or (3) for any fine imposed on
                  him or for breach of fiduciary duty, except as provided
                  above.

                           The Registrant may exempt, in advance, an office
                  holder from all or part of such officer's responsibility for
                  damages occurring as a result of a breach of the duty of
                  care. The Registrant may also approve an action taken by the
                  office holder performed in breach of fiduciary duty, if the
                  office holder acted in good faith, the action does not
                  adversely affect the Registrant, and the office holder has
                  revealed to the Registrant's board of directors any personal
                  interest in the action.

                           The Registrant has procured insurance for its office
                  holders in accordance with its Articles of Association; and
                  has adopted the necessary resolutions both to exempt them in
                  advance from any liability for damages arising from a breach
                  of their duty of care to the Registrant, and to provide them
                  with indemnification undertakings in accordance with the
                  Registrant's Articles of Association. The Registrant is
                  currently in the process of providing its office holders
                  with the above indemnification undertaking.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Not Applicable.

Item 8.  EXHIBITS

         4.0      Instruments Defining the Rights of Stockholders. Reference is
                  made to the Registrant's Registration Statement No. 000-30664
                  on Form 8-A, together with the exhibits thereto, which are
                  incorporated by reference herein pursuant to Item 3(c) to
                  this Registration Statement.

         5.0      Opinion of Shiboleth, Yisraeli, Roberts, Zisman & Co.

         10.1     Employee Share Option Plan - Israel.

         10.2     Incentive Stock Option Plan - U.S.

         10.3     Employee Share Option Plan - Europe.

         23.1     Consent of Shiboleth, Yisraeli, Roberts, Zisman & Co.
                  (contained in their opinion constituting Exhibit 5.0).

         23.2     Consent of Richard A. Eisner & Company, LLP and Goldstein
                  Sabo & Tevet.

         24.1     Power of Attorney (included in signature page)

Item 9.  UNDERTAKINGS

                  The undersigned Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement:

                  (i)      to include any prospectus required by Section 10(a)
                           (3) of the Securities Act of 1933;

                  (ii)     to reflect in the prospectus of any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement;

                                       II-2
(iii)    to include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement;

                  PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not
                  apply if the information required to be included in a
                  post-effective amendment by those clauses is contained in
                  periodic reports filed by the Registrant pursuant to Section
                  13 or 15(d) of the Securities Exchange Act of 1934 that are
                  incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
                  the Securities Act of 1933, each such post-effective
                  amendment shall be deemed to be a new registration statement
                  relating to the securities offered therein, and the offering
                  of such securities at that time shall be deemed to be the
                  initial BONA FIDE offering thereof.

                  (3) To remove from registration by means of a post-effective
                  amendment of any of the securities being registered which
                  remain unsold at the termination of the offering; under the
                  Registrant's Employee Share Option Plan - Israel, Incentive
                  Stock Option Plan - U.S. and Employee Share Option Plan -
                  Europe.

         (b) The undersigned Registrant hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person of the Registrant in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

                                       II-3
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8, and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tel Aviv, Israel on this
15th day of November, 2000.

                                                 CAMTEK LTD.

                                                 By:  /s/ RAFI AMIT
                                                      -----------------------
                                                      Rafi Amit
                                                      Chief Executive Officer

                                POWER OF ATTORNEY
                                -----------------

KNOW ALL PERSONS BY THESE PRESENTS:

                  That each person whose signature appears below, does hereby
constitute and appoint Rafi Amit and Yotam Stern and each of them acting alone,
the lawful attorneys-in-fact and agents with full power and authority to do any
and all acts and things and to execute any and all instruments which said
attorneys and agents, and any one of them acting alone, determine may be
necessary or advisable or required to comply with the Securities Act of 1933,
as amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement. Without
limiting the generality of the foregoing power and authority, the powers
granted include the power and authority to sign the names of the undersigned
officers and directors in the capacities indicated below to this Registration
Statement, to any and all amendments, both pre-effective and post-effective,
and supplements to this Registration Statement, and to any and all instruments
or documents filed as part of or in conjunction with this Registration
Statement or amendments or supplements thereof, and each of the undersigned
hereby ratifies and confirms that any or all said attorneys and agents, or any
one of them, shall do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.

                  Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE                                   TITLE                      DATE
/s/ RAFI AMIT                          Chief Executive Officer                  November 15, 2000
-------------------------
Rafi Amit                              (Principal Executive Officer)

/s/ YOTAM STERN                        Chief Financial Officer                  November 15, 2000
-------------------------
Yotam Stern                            (Principal Accounting Officer)

/s/ MEIR BEN-SHOSHAN                                     Director               November 15, 2000
-------------------------
Meir Ben-Shoshan

/s/ HAIM HOROWITZ                                        Director               November 15, 2000
-------------------------
Haim Horowitz
II-4
/s/ DROR HURWITZ                                         Director               November 15, 2000
-------------------------
Dror Hurwitz
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

CAMTEK USA, INC.
468 INDUSTRIAL WAY WEST
EATONTOWN, NJ  07724
/s/ YOTAM STERN                                          Director               November 15, 2000
---------------------------
Yotam Stern
II-5
EXHIBIT INDEX

EXHIBIT NUMBER    EXHIBIT
--------------    -------

         4.0      Instruments Defining the Rights of Stockholders. Reference is
                  made to the Registrant's Registration Statement No. 000-30664
                  on Form 8-A, together with the exhibits thereto, which are
                  incorporated by reference herein pursuant to Item 3(c) to
                  this Registration Statement.

         5.0      Opinion of Shiboleth, Yisraeli, Roberts, Zisman & Co.

         10.1     Employee Share Option Plan - Israel.

         10.2     Incentive Stock Option Plan - U.S.

         10.3     Employee Share Option Plan - Europe.

         23.1     Consent of Shiboleth, Yisraeli, Roberts, Zisman & Co.
                  (contained in their opinion constituting Exhibit 5.0).

         23.2     Consent of Richard A. Eisner & Company, LLP and Goldstein
                  Sabo & Tevet.

         24.1     Power of Attorney (included in signature page)