As filed with the Securities and Exchange Commission on July 20, 2001
                                                      Registration No. 333-_____


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             Optimal Robotics Corp.
               (Exact Name of Registrant as Specified in Charter)

                                     Canada
         (State or Other Jurisdiction of Incorporation or Organization)

                                   98-0160833
                      (I.R.S. Employer Identification No.)

         4700 de la Savane, Suite 101, Montreal (Quebec) Canada H4P 1T7
                    (Address of Principal Executive Offices)

                  Optimal Robotics Corp. 1997 Stock Option Plan
                            (Full Title of the Plan)

       CT Corporation System, 111 Eighth Avenue, New York, New York 10011
                     (Name and Address of Agent for Service)

                                 (212) 894-8400
          (Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:
                               Guy P. Lander, Esq.
                       Davies Ward Phillips & Vineberg LLP
                               625 Madison Avenue
                            New York, New York 10022
                            Telephone: (212) 308-8866

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
      Title of                Amount         Proposed Maximum        Proposed Maximum           Amount
     Securities                To Be          Offering Price        Aggregate Offering            Of
  To Be Registered          Registered          Per Share(1)              Price(1)         Registration Fee
------------------------------------------------------------------------------------------------------------
<S>                     <C>                       <C>                   <C>                    <C>
  Class "A" shares
  without par value     3,000,000 (2)(3)          $29.7571              $89,271,200            $22,317.80
============================================================================================================
</TABLE>

<PAGE>

(1)  Pursuant to Rule 457(c) and (h), calculated for (i) an aggregate of
     2,542,750 Class "A" shares, no par value ("common shares"), for which
     options have been granted under the registrant's 1997 Stock Option Plan, as
     amended (the "Plan"), at an average exercise price of $28.05 per share, and
     (ii) an aggregate of 457,250 common shares that may be issued under options
     available for grant under the Plan by averaging the high and low prices of
     the common shares as reported on the Nasdaq National Market, on July 16,
     2001.

(2)  Represents common shares issuable upon exercise of stock options granted or
     to be granted under the Plan for which no registration statement has
     previously been filed.

(3)  Pursuant to Rule 416(c), this registration statement also covers such
     indeterminate number of common shares that may become issuable in
     accordance with the anti-dilution provisions of the Plan.

                                EXPLANATORY NOTE

     On May 21, 1998, Optimal Robotics Corp. (the "registrant") filed a
registration statement on Form S-8 (registration no. 333-08794) (the "Initial
Registration Statement") registering 3,180,000 Class "A" shares, no par value
("common shares"), of which 3,000,000 common shares were issuable upon exercise
of stock options granted under or subsequently made subject to the registrant's
1997 Stock Option Plan, as amended (the "Plan"). The registrant has prepared
this registration statement on Form S-8 to register an additional 3,000,000
common shares issuable upon exercise of options granted or available for grant
under the Plan. Pursuant to Form S-8, General Instruction E, except as provided
in the next paragraph, the registrant incorporates by reference herein the
contents of the Initial Registration Statement.

     The Initial Registration Statement included a reoffer prospectus for use by
certain individuals who may have been deemed "affiliates" (as defined in Rule
405 under the Securities Act of 1933, as amended (the "Securities Act")), of the
registrant for reoffers and resales of some of the common shares included in the
Initial Registration Statement. This registration statement includes a revised
reoffer prospectus prepared in accordance with Part I of Form S-3 under the
Securities Act that replaces in its entirety the reoffer prospectus included in
the Initial Registration Statement. The revised reoffer prospectus may be used
by certain individuals who may be deemed affiliates of the registrant for
reoffers and resales of some of the common shares included in this registration
statement and in the Initial Registration Statement.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1. Plan Information*

Item 2. Registrant Information and Employee Plan Annual Information*

*Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from the Registration Statement pursuant to the instructions to Form
S-8.


                                       ii
<PAGE>


                             OPTIMAL ROBOTICS CORP.


                           3,195,250 Class "A" Shares


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

                                   PROSPECTUS

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


     This prospectus relates to the resale of our Class "A" shares, no par value
("common shares"), by our executive officers and directors. The common shares
that may be sold will be acquired by these individuals upon exercise of options
previously granted to them under our 1997 Stock Option Plan. This prospectus
also relates to common shares underlying options that have not yet been granted.
If and when such options are granted to persons required to use this prospectus
to reoffer and resell the shares underlying such options, we will file a
supplement to this prospectus.

     The selling shareholders have advised us that resales of their shares may
be effected from time to time in one or more transactions in the open market, in
negotiated transactions or otherwise, at market prices prevailing at the time of
the sale or at prices otherwise negotiated. See "Plan of Distribution." We will
not receive any of the proceeds from these sales. We will pay all expenses in
connection with this offering, other than commissions and discounts of
underwriters, dealers or agents.

     Our common shares are quoted on the Nasdaq National Market (Symbol: OPMR).
On July 18, 2001, the closing price of the common shares was $40 per share.

     The securities offered by this prospectus involve a high degree of risk.
You should carefully consider the factors described under the heading "Risk
Factors" beginning on page 4 of this prospectus.

     Neither the Securities and Exchange Commission ("SEC") nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.

                  The date of this prospectus is July 20, 2001.


<PAGE>

                              ABOUT THIS PROSPECTUS

     We have filed a registration statement on Form S-8 for the common shares
offered by this prospectus with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"). This prospectus does
not contain all of the information contained in the registration statement. You
should read this entire prospectus carefully as well as the registration
statement for additional information.

     No dealer, salesperson or any other person has been authorized in
connection with this offering to give any information or to make any
representations other than those contained in this prospectus. If any such
information is given or representation made, you must not rely on that
information or representation having been authorized by us. Neither the delivery
of this prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in our affairs since the
date of this prospectus or that the information contained herein is correct as
of any date subsequent to the date of this prospectus. This prospectus is
neither an offer to sell nor a solicitation of an offer to buy any securities
other than the common shares covered by this prospectus, nor is it an offer to
sell or a solicitation of an offer to buy any securities in any state where an
offer or solicitation would be unlawful.

                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and other reports, and other information with the
SEC. You may read and copy any documents we file at the SEC's public reference
room at 450 Fifth Street, N.W., Washington, DC 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room. Our SEC
filings made from 1999 to the present are also available to the public from the
SEC's web site at http://www.sec.gov.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The SEC allows us to incorporate by reference information into this
prospectus, which means that we can disclose important information to you by
referring to another document filed separately with the SEC. The information
incorporated by reference is considered to be part of this prospectus. Later
information that we file with the SEC will automatically update and replace the
information in this prospectus. Accordingly, we incorporate by reference the
documents listed below and any future filings made with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") prior to the termination of the offering:

     o    Our current report on Form 8-K (File Number 0-28572) filed with the
          SEC on May 18, 2001;

     o    Our quarterly report on Form 10-Q for the quarter ended March 31, 2001
          (File Number 0-28572) filed with the SEC on April 24, 2001;

     o    Our current report on Form 8-K (File Number 0-28572) filed with the
          SEC on February 1, 2001;


                                       2
<PAGE>

     o    Our annual report on Form 10-K for the fiscal year ended December 31,
          2000 (File Number 0-28572) filed with the SEC on March 1, 2001; and

     o    The description of our common shares contained in our registration
          statement on Form 8-A filed with the SEC on June 17, 1996, as amended
          by our Form 8 filed with the SEC on July 17, 1996, including any
          amendment or report filed for the purpose of updating such
          description.

     You may obtain a copy of these filings (excluding the exhibits to filings
that we have not specifically incorporated by reference in such filings), at no
cost, by telephoning us at 514-738-8885 or by writing to:

     Optimal Robotics Corp.
     4700 de la Savane, Suite 101
     Montreal, Quebec H4P 1T7, Canada
     Telephone: (514) 738-8885
     Attn: O. Bradley McKenna, Vice-President, Administration and
           Human Resources

                    NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus includes forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. When used
in this prospectus, the words "anticipate," "believe," "estimate," "will,"
"should," "could," "may," "intend," `expect," "plan," "predict," "potential," or
"continue" or similar expressions identify certain of such forward-looking
statements. Although we believe that our plans, intentions and expectations
reflected in such forward-looking statements are reasonable, we can give no
assurance that such plans, intentions or expectations will be achieved. Actual
results, performance or achievements could differ materially from those
contemplated, expressed or implied by the forward-looking statements contained
in this prospectus. Important factors that could cause actual results to differ
materially from our forward-looking statements are set forth in this prospectus,
including under the heading "Risk Factors." These factors are not intended to
represent a complete list of the general or specific factors that may affect us.
It should be recognized that other factors, including general economic factors
and business strategies, may be significant, presently or in the future, and the
factors set forth herein may affect us to a greater extent than indicated. All
forward-looking statements attributable to us or persons acting on our behalf
are expressly qualified in their entirety by the cautionary statements set forth
herein. Except as required by law, we undertake no obligation to update any
forward-looking statement, whether as a result of new information, future events
or otherwise.

                                   OUR COMPANY

     We are the leading provider of self-checkout systems to retailers in North
America. Our principal product is the U-Scan(R), an automated self-checkout
system that enables shoppers to scan, bag and pay for their purchases with
little or no assistance from store personnel. We estimate that in 2000, U-Scan
systems processed over 150 million customer transactions. The U-Scan can be
operated quickly and easily by shoppers and makes the checkout process more
convenient for them. The U-Scan also reduces the cost of checkout transactions
to retailers and


                                       3
<PAGE>

addresses labor shortage problems by replacing manned checkout counters with our
automated self-checkout stations.

     As of June 30, 2001, we had sold 1,473 U-Scan systems, consisting of 5,863
checkout stations, in 1,369 stores of leading retailers across 41 states and two
provinces. Each U-Scan system typically includes four checkout stations and one
manned supervisor terminal.

     The following chart provides information regarding the U-Scan systems we
sold during the last five and one-half years:

<TABLE>
<CAPTION>
                                                                 1996       1997       1998       1999    2000          2001
                                                                 ----       ----       ----       ----    ----          ----
                                                                                                                 (through June 30)
<S>                                                                <C>       <C>        <C>      <C>        <C>        <C>
     U-Scan system sales:
        Systems sold during period ..........................       6         22         57        288        583        515
        Systems sold as at period-end .......................       8         30         87        375        958      1,473
     U-Scan checkout stations sold as at period-end .........      32        120        346      1,498      3,808      5,863
     Customer transactions (millions)(1) ....................                            12         45        150        170
</TABLE>

     ---------------
     (1)  Estimated, based on reports provided by our customers. Prior to 1998,
          we did not track this data.

     The company is a foreign private issuer under the rules of the SEC. Unless
the context otherwise requires, the terms "we," "our," "us," and "the company"
refer to Optimal Robotics Corp., a Canadian corporation.

     Our principal executive offices are located at 4700 de la Savane, Suite
101, Montreal, Quebec H4P 1T7, and our telephone number is (514) 738-8885.

                                  RISK FACTORS

     You should carefully consider the following risks before making an
investment decision. You should carefully consider these risk factors, together
with all of the other information contained or incorporated by reference in this
prospectus, before you decide to purchase our common shares. These factors could
cause our future results to differ materially from those expressed or implied in
forward-looking statements made by us. The risks and uncertainties described
below are not the only ones we face. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial may also harm our
business. The trading price of our common shares could decline due to any of
these risks, and you may lose all or part of your investment.

     WE HAD A HISTORY OF LOSSES. Prior to the second quarter of 1999, our
operations generated losses. There is no assurance that we will continue to be
profitable or that our profitability will increase.

     WE PRINCIPALLY DEPEND ON ONE LINE OF PRODUCTS. Our near-term success
depends principally on the sales volume of one line of products, the U-Scan. Our
longer-term success depends upon the continued acceptance of and demand for this
one product line, as well as new products that we may bring to market. If U-Scan
experiences significant problems, competition from superior technology, or
customer resistance, we could be harmed significantly.


                                       4
<PAGE>

Sales growth will depend on our generating additional orders from existing
U-Scan customers, as well as finding new customers for the system. We believe
that our customers will only purchase U-Scan if they conclude that shoppers will
use it and that there are benefits to their stores from its installation. We
believe that shoppers will use U-Scan only if it is convenient, easy to use and
reliable.

     WE RELY ON A FEW CUSTOMERS FOR MOST OF OUR REVENUES. A few significant
customers account for the majority of our revenues, and we rely on these
customers' continued willingness to install U-Scan. We may not be able to
generate new customers for U-Scan.

     WE MAY NOT BE ABLE TO MANAGE OUR GROWTH. During the past several years, we
have experienced significant growth in sales. As a result, we have had to hire
and train additional skilled personnel. Should sales continue to increase, we
will have to hire and train even more personnel to customize, install and
support U-Scan. There is no assurance that we will be able to hire the skilled
personnel we will need to meet increased demand, should it develop. This is
particularly true for installation and support personnel, for whom there is
significant competition. If we are unable to hire such personnel, our sales may
be adversely affected. Despite our recent growth, we are still a small company,
and should demand for our products be unexpectedly strong, we may be unable to
fill our orders.

     WE RELY ON THIRD PARTY SUPPLIERS. U-Scan is assembled from components that
are readily available from numerous suppliers. Although we may use a single
supplier for particular components, given the open architecture of our system,
we are not dependent on any single supplier for any particular component.
Nevertheless, should any of our suppliers fail to deliver components to us in a
timely manner, it could disrupt our business.

     U-SCAN IS ASSEMBLED AT TWO FACILITIES. We assemble our systems at our main
facility in Plattsburgh, New York and at our facility in Phoenix, Arizona. A
disruption of operations at our Plattsburgh facility for any reason, including
labor unrest or natural disaster, could have a short-term adverse effect upon
our business and results of operations.

     WE HAVE PENDING PATENT INFRINGEMENT CLAIMS AGAINST US. In each of 1995 and
1996, we received a demand letter from the same claimant alleging that U-Scan
Express(R) infringes upon the claimant's patent. In July 1999, this claimant
filed a civil action in the United States District Court for the District of
Utah against us and PSC, Inc., the former assembler of U-Scan Express, alleging
patent infringement. A second party also sent a demand letter to us in 1999, and
again in February 2001, alleging a different patent infringement. After
consultation with counsel, we believe that the former claimant should not
prevail in its lawsuit and that the latter claimant should not prevail if a
lawsuit is brought to assert its claim, and that these claims will not have a
material adverse effect on our business or prospects. However, no assurance can
be given that a court will not ultimately determine that the system infringes
upon one or both of such claimants' rights. A determination by a court that the
system infringes upon either of the claimants' rights would have a material
adverse effect on our business and results of operations.


                                       5
<PAGE>

     WE MAY NOT BE ABLE TO KEEP PACE WITH CHANGES IN TECHNOLOGY. The
self-checkout industry is rapidly developing. The technology used by U-Scan is
changing rapidly, in part due to the evolving demands of our customers. To be
successful, we will have to anticipate the demands of our customers and improve
our existing product line and develop new products to satisfy them. If we fail
to improve and develop products by the times and at the prices demanded by our
customers, our business and prospects may be adversely affected. Our competitors
may introduce new technology that is better than ours. If so, we will have to
improve our technology in order to remain competitive. If we are unable to do
so, there might be an adverse impact on us.

     WE DEPEND UPON KEY PERSONNEL. Our future success depends to a great extent
on the continued services of our senior management and other key personnel,
including sales people. Our success will also depend upon our ability to hire
and retain qualified personnel to assemble, install and support our systems, to
improve our existing products and to develop new ones. These people will
include:

     o    programmers and other software engineers,

     o    project managers,

     o    installers, and

     o    hardware and software support personnel.

The competition for these people may be significant. Should we have difficulty
hiring or retaining qualified personnel, it could adversely affect our business
and prospects.

     COMPETITION COULD REDUCE REVENUE FROM THE U-SCAN. The market for checkout
systems is very competitive. The chief rival for U-Scan is the traditional
manned checkout counter. Although the use of automated self-checkout systems
such as U-Scan is relatively new, we expect increasing competition for sales of
this product. The barriers to entering this market may be low. Most of our
competitors are larger and have greater financial and other resources.
Competitors include NCR Corporation, Symbol Technologies, Inc. and Productivity
Solutions, Inc. PSC has also recently entered the self-checkout market. We may
not be able to compete successfully against these and other companies with
greater financial and other resources.

     OUR PRODUCTS MAY CONTAIN DEFECTS. Our products, including U-Scan, are
complex and, despite extensive testing, may contain undetected flaws when first
installed for a new customer. This is particularly true of the software in the
U-Scan, which must be adapted to each customer's information systems. If
serious, any such flaws could prevent or delay market acceptance of our products
and cause us to incur substantial re-engineering expenses.

     SHARE PRICES IN TECHNOLOGY STOCKS HAVE BEEN VOLATILE. Recently, there have
been substantial price and volume fluctuations in stock markets, and the prices
of technology company shares have been particularly volatile. The price of our
common shares in the stock market may move in ways that are unrelated or
disproportionate to our operating performance. In addition to our performance,
the following factors may cause the price of our common shares to fluctuate in
the stock market:


                                       6
<PAGE>

     o    the introduction of new products by us or by competitors,

     o    business conditions in our markets,

     o    earnings forecasts by market analysts,

     o    sales of our common shares in the market, and

     o    general economic conditions.

Other factors, both related and unrelated to us, may also cause fluctuations in
our share price.

     WE ARE AT RISK FROM FOREIGN CURRENCY EXCHANGE RATE FLUCTUATIONS. A
significant portion of our expenses is paid in Canadian dollars, while
substantially all of our revenues are earned in U.S. dollars, which is our
functional currency for purposes of our financial statements. If the Canadian
dollar becomes stronger, the effective cost of our expenses (as reported in U.S.
dollars) will increase. We have never tried to hedge our exchange rate risk, do
not plan to begin to do so and may not be successful should we attempt to do so
in the future.

     FUTURE SALES OF COMMON SHARES COULD DEPRESS THE PRICE OF THE COMMON SHARES.
Sales of significant numbers of common shares in the public market, or the
perception that these sales will occur, may materially depress the market price
of the common shares as well as restrict our ability to raise capital through
future sales of common shares. Upon the exercise of all vested options, we will
have 15,720,735 shares outstanding, all of which will be eligible for immediate
resale in the public market. This number includes 1,247,000 common shares
issuable to our officers and directors upon their exercise of vested options.
Additionally, in April 2000, we increased by 3,000,000 the number of common
shares issuable upon exercise of options granted or available for grant under
our stock option plan.

     OUR QUARTERLY OPERATING RESULTS MAY VARY. Our operating results have varied
from quarter to quarter. In November and December, retailers focus on holiday
season sales and not on installing checkout systems. As a result, sales in those
months are generally less than sales in the rest of the year.

     WE DO NOT ANTICIPATE PAYING DIVIDENDS IN THE NEAR FUTURE. We intend to
retain all of our earnings, if any, to finance operations and expand our
business and do not anticipate paying any cash dividends in the foreseeable
future.

     IT MAY BE DIFFICULT TO ENFORCE JUDGMENTS AGAINST US OR OUR AFFILIATES. We
are incorporated under the federal laws of Canada. Most of our directors and
officers and the experts named herein are residents of Canada and all or a
substantial portion of their assets and a significant portion of our assets are
located outside the United States. As a result, it may not be possible for
shareholders to effect service of process within the United States upon such
persons or to enforce against them judgments of U.S. courts under any U.S.
securities laws. There is doubt as to the enforceability in Canada, in original
actions or in actions for the enforcement of judgments of U.S. courts, of civil
liabilities predicated upon the U.S. securities laws.


                                       7
<PAGE>

     ORGANIZED LABOR MAY RESIST U-SCAN. U-Scan displaces cashiers. For this
reason, organized labor may seek provisions in collective bargaining agreements
that prevent stores from installing U-Scan.

     WE MAY BE VULNERABLE TO TECHNOLOGICAL PROBLEMS. We are a
technology-oriented company and depend to a significant degree upon our ability
to communicate on-line or by telephone with the systems that we have installed.
If we are unable to access these systems due to technological problems beyond
our control, it will have a material adverse effect on our ability to assist our
customers. Additionally, if our customers are unable to reach us by telephone or
via the Internet, we will also be unable to respond to questions or address
serious problems faced by these customers. If our ability to communicate with
our systems or our customers is impaired, our business may be adversely
affected. The Internet is subject to security and privacy breaches which may
impact us or our customers.

                                 USE OF PROCEEDS

     We will not receive any proceeds from the sales of our common shares by the
selling shareholders. We will use any proceeds received from the exercise of
options by the selling shareholders for general corporate purposes.

                              SELLING SHAREHOLDERS

     This prospectus relates to the reoffer and resale of common shares issuable
upon the exercise of options granted or that may be granted under our 1997 Stock
Option Plan to the selling shareholders named below. The address for each
selling shareholder is c/o Optimal Robotics Corp., 4700 de la Savane, Montreal,
Quebec H4P 1T7.

     The following table sets forth certain information as of the date of this
prospectus solely with respect to the selling shareholders named below and the
common shares that may be offered and sold by each selling shareholder in this
offering.


                                       8
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                     Number of                           Number of Common
                                  Common Shares        Number of       Shares Beneficially        % of Outstanding
                                   Beneficially          Common            Owned After              Common Shares
    Name of Selling               Owned Prior to      Shares Being      Completion of this        After Completion
      Shareholder                 this Offering         Offered              Offering           of this Offering (1)
--------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                <C>                    <C>                      <C>
Neil S. Wechsler (2)
   Co-Chairman and Chief             530,750(3)         893,000(4)             72,750                   0.5%
   Executive Officer
--------------------------------------------------------------------------------------------------------------------
Holden L. Ostrin (2)
   Co-Chairman                       514,000(5)         949,000(6)              -0-                     -0-
--------------------------------------------------------------------------------------------------------------------
Henry M. Karp (2)
   President, Chief Operating        518,000(7)         953,000(8)              -0-                     -0-
   Officer and Director
--------------------------------------------------------------------------------------------------------------------
Leon P. Garfinkle(2)
   Senior Vice-President,             27,500(9)          90,000(10)             -0-                     -0-
   General Counsel,
   Secretary and Director
--------------------------------------------------------------------------------------------------------------------
James S. Gertler
   Director                           32,500(11)         80,000(12)             -0-                     -0-
--------------------------------------------------------------------------------------------------------------------
Thomas D. Murphy
   Director                           12,500(13)         60,000(14)             -0-                     -0-
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Assumes no issuance of common shares reserved for issuance under
     outstanding options, except for those held by the respective selling
     shareholder.

(2)  On May 5, 1997, Optimal granted an option to purchase 94,000 common shares
     to each of Messrs. Wechsler, Ostrin and Karp, and an option to purchase
     5,000 shares to Mr. Garfinkle. The terms of these options provide that upon
     the exercise of the respective option, the option shall be automatically
     replaced with an option for an equal number of shares, at an exercise price
     equal to the then current market value of the common shares. This
     replacement mechanism can operate twice during the term of the option. The
     common shares currently issuable upon the exercise of these replacement
     options have been included in the number of common shares beneficially
     owned by the selling shareholders.

(3)  Includes 458,000 common shares subject to options that have vested or that
     will vest within 60 days.

(4)  Represents the shares described in footnote (3) and 435,000 common shares
     subject to unvested options.

(5)  Represents common shares subject to options that have vested or that will
     vest within 60 days.

(6)  Represents the shares described in footnote (5) and 435,000 common shares
     subject to unvested options.

(7)  Represents common shares subject to options that have vested or that will
     vest within 60 days.

(8)  Represents the shares described in footnote (7) and 435,000 common shares
     subject to unvested options.

(9)  Represents common shares subject to options that have vested or that will
     vest within 60 days.

(10) Represents the shares described in footnote (9) and 62,500 common shares
     subject to unvested options.

(11) Represents common shares subject to options that have vested or that will
     vest within 60 days.

(12) Represents the shares described in footnote (11) and 47,500 common shares
     subject to unvested options.

(13) Represents common shares subject to options that will vest within 60 days.

(14) Represents the shares described in footnote (13) and 47,500 common shares
     subject to unvested options.

                              PLAN OF DISTRIBUTION

     The common shares covered by this prospectus will be sold, if at all, by
the individuals named above or donees, pledgees or others on their behalf, and
not by us. The shares may be sold from time to time as follows:


                                       9
<PAGE>

     o    on the Nasdaq National Market, in the over-the-counter market, or on
          any national securities exchange on which the common shares may be
          listed at the time of sale (any of which may involve crosses and block
          transactions);

     o    to purchasers directly;

     o    in ordinary brokerage transactions in which the broker solicits
          purchasers;

     o    through underwriters, dealers and agents who may receive compensation
          in the form of underwriting discounts, concessions or commissions from
          a seller and/or the purchasers of the shares for whom they may act as
          agent;

     o    through the writing of options on the shares;

     o    through the pledge of shares as security for any loan or obligation,
          including pledges to brokers or dealers who may from time to time
          effect distributions of the shares or other interests in the shares;

     o    through purchases by a broker or dealer as principal and resale by
          such broker or dealer for its own account pursuant to this prospectus;

     o    through block trades in which the broker or dealer so engaged will
          attempt to sell the shares as agent or as riskless principal but may
          position and resell a portion of the block as principal to facilitate
          the transaction;

     o    through exchange distributions in accordance with the rules of the
          applicable exchange;

     o    in any combination of one or more of these methods; or

     o    in any other lawful manner.

     These sales may be made at the then current market price or at privately
negotiated prices. In effecting sales, a broker or dealer engaged by an
individual using this prospectus to sell common shares may arrange for other
brokers or dealers to participate in the sale. In addition, any shares covered
by this prospectus that qualify for sale pursuant to Rule 144 under the
Securities Act may be sold thereunder rather than by this prospectus.

     In connection with distributions of the shares or otherwise, persons using
this prospectus to sell common shares may enter into hedging transactions with
broker-dealers. In connection with a hedging transaction, a broker-dealer may
engage in short sales of shares registered hereunder in the course of hedging
the positions it assumes with the seller. The seller may also sell shares short
and deliver the shares to close out the short positions. The seller may also
enter into an option or other transaction with a broker-dealer that requires the
delivery to the broker-dealer of shares we have registered, which the
broker-dealer may resell by this prospectus.


                                       10
<PAGE>

     The selling shareholders and any broker-dealers or agents that are involved
in selling the shares may be deemed to be "underwriters" within the meaning of
the Securities Act in connection with these sales. In such event, any
commission, discount or concession may be deemed to be an underwriting discount
or commission under the Securities Act.

     We may be required to file a supplemented prospectus in connection with any
activities involving a seller that may be deemed to be an "underwriting." In
that case, a supplement or revision to this prospectus would contain (1)
information as to whether an underwriter selected by a seller, or any other
broker-dealer, is acting as principal or agent for the seller, (2) the
compensation to be received by an underwriter selected by a seller or any
broker-dealer, for acting as principal or agent for a seller and (3) the
compensation to be received by any other broker-dealer, if the compensation of
such other broker-dealers is in excess of usual and customary commissions. Any
broker or dealer participating in any distribution of the shares may be required
to deliver a copy of this prospectus, including any prospectus supplement, to
anyone who purchases any shares from or through such a broker-dealer.

     We have advised the people identified in this prospectus as potential
sellers of common shares that during any period when they may be engaged in a
distribution of the shares offered by this prospectus, they are required to
comply with Regulation M promulgated under the Exchange Act. With certain
exceptions, Regulation M precludes any seller, any affiliated purchaser and any
broker-dealer or other individual who participates in such a distribution from
bidding for or purchasing, or attempting to induce any individual to bid for or
purchase, any security that is the subject of the distribution until the entire
distribution is complete. Regulation M also restricts any bids or purchases made
to stabilize the price of a security in connection with the distribution of that
security. All of these factors may affect the marketability of our common
shares.

     The people identified in this prospectus as potential sellers of common
shares may offer to sell all, some or none of the shares covered by this
prospectus. Because it is possible that a significant number of shares could be
sold simultaneously by means of this prospectus, such sales, or the possibility
thereof, may have an adverse effect on the market price of our common shares.

Transfer Agent and Registrar

     The co-transfer agents and co-registrars for the common shares are
Computershare Trust Company of Canada (Toronto) and Computershare Trust Company,
Inc. (Colorado).

                                 INDEMNIFICATION

     Our By-laws provide the following:

     Subject to the provisions of the Canada Business Corporations Act (the
"CBCA"), each of our directors and officers (including those who have acted at
our request as an officer or director of another entity of which we are or were
a shareholder or creditor) and his heirs and legal representatives shall from
time to time be indemnified and saved harmless by us from and


                                       11
<PAGE>

against all costs, charges and expenses reasonably incurred by him in respect of
any civil, criminal or administrative action or proceeding to which he is made a
party by reason of being or having been our director or officer or a director or
officer of such other entity (including, without limitation, all losses,
liabilities, costs, charges and expense, in respect of any act or proceeding for
the recovery of claims of any of our employees or former employees (or those of
such other entity) or in respect of any claim based upon our failure to deduct,
withhold, remit or pay any amount for taxes, assessments and other charges of
any nature whatsoever as required by law), if

     (a)  he acted honestly and in good faith with a view to our best interests;
          and

     (b)  in the case of a criminal or administrative action or proceeding that
          is enforced by a monetary penalty, he had reasonable grounds for
          believing that his conduct was lawful.

     Our By-laws also contain a provision eliminating the liability of directors
or officers for losses, damages or other misfortunes of the company arising out
of the execution of the duties of his office or in relation thereto, unless
occasioned by his own willful neglect or default (subject to compliance with the
mandatory obligations and duties imposed by the CBCA and the regulations
thereunder and the liability imposed for any breach thereof).

     We shall also indemnify such person in such other circumstances as the CBCA
may require.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors, officers or persons controlling us pursuant
to the foregoing provisions, we have been informed that it is the SEC's opinion
that such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.


                                  LEGAL MATTERS

     The validity of the common shares offered under this prospectus has been
passed upon for us by Leon Garfinkle, Esq., our General Counsel.


                                     EXPERTS

     The financial statements incorporated in this Prospectus by reference to
our Annual Report on Form 10-K for the year ended December 31, 2000, have been
so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent auditors, given on the authority of said firm as experts in auditing
and accounting.


                                       12
<PAGE>


                             OPTIMAL ROBOTICS CORP.


                                Class "A" Shares


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

                                   PROSPECTUS

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




                                  July 20, 2001


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents, which have been filed by Optimal Robotics Corp.
(the "Registrant") with the Securities and Exchange Commission ("SEC"), are
incorporated by reference in this registration statement.

     (a) The Registrant's current report on Form 8-K (File Number 0-28572) filed
with the SEC on May 18, 2001;

     (b) The Registrant's quarterly report on Form 10-Q for the quarter ended
March 31, 2001 (File Number 0-28572), filed with the SEC on April 24, 2001;

     (c) The Registrant's current report on Form 8-K (File Number 0-28572) filed
with the SEC on February 1, 2001;

     (d) The Registrant's annual report on Form 10-K for the fiscal year ended
December 31, 2000 (File Number 0-28572), filed with the SEC on March 1, 2001;
and

     (e) The description of the Registrant's Class "A" shares contained in the
Registrant's registration statement on Form 8-A, filed with the SEC on June 17,
1996, as amended by the Registrant's Form 8, filed with the SEC on July 17,
1996, including any amendment or report filed for the purpose of updating such
description.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to any filing of a post-effective amendment, which
indicates that all securities offered have been sold or which deregisters 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.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Leon P. Garfinkle, General Counsel to the Registrant, is providing the
opinion contained in Exhibit 5.1 to this Registration Statement. Mr. Garfinkle
is a director and Senior Vice-President and Secretary of the Registrant. Mr.
Garfinkle has received and may in the future receive grants of stock options
from the Registrant, and it is anticipated that shares issued to Mr. Garfinkle
upon the exercise of such stock options will be sold pursuant to this
Registration Statement.


                                      II-1
<PAGE>

Item 6. Indemnification of Directors and Officers.

     The Registrant's By-laws provide the following:

     Subject to the provisions of the Canada Business Corporations Act (the
"CBCA"), every director and officer of the Registrant (including those who have
acted at the Registrant's request as an officer or director of a body corporate
of which the Registrant is or was a shareholder or creditor), and his heirs and
legal representatives shall from time to time be indemnified and saved harmless
by the Registrant from and against all costs, charges and expenses reasonably
incurred by him in respect of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or having been a
director or officer of the Registrant or such body corporate (including, without
limitation, all losses, liabilities, costs, charges and expenses, incurred by
him in respect of any act or proceeding for the recovery of claims of any
employees or former employees of the Registrant or such body corporate, or in
respect of any claim based upon the failure of the Registrant to deduct,
withhold, remit or pay any amount for taxes, assessments and other charges of
any nature whatsoever as required by law), if

     (a) he acted honestly and in good faith with a view to the best interests
of the Registrant; and

     (b) in the case of a criminal or administrative action or proceeding that
is enforced by a monetary penalty, he had reasonable grounds for believing that
his conduct was lawful.

     The By-laws also contain a provision eliminating the liability of directors
or officers for losses, damages or other misfortunes of the Registrant arising
out of the execution of the duties of his office or in relation thereto, unless
occasioned by his own willful neglect or default (subject to the mandatory
obligations and duties imposed by the CBCA and the regulations thereunder and
the liabilities imposed for any breach thereof).

     The Registrant shall also indemnify such person in such other circumstances
as the CBCA may require.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     4.1  Optimal Robotics 1997 Stock Option Plan, as amended.

     5.1  Opinion of Leon P. Garfinkle.

     23.1 Consent of PricewaterhouseCoopers LLP.

     23.2 Consent of Leon P. Garfinkle (included in Exhibit 5.1).


                                      II-2
<PAGE>

     24.1 Power of Attorney (included on the signature page of this registration
          statement).

ITEM 9. UNDERTAKINGS

     (a)  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;

               (ii)  to reflect in the prospectus 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; and

               (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 paragraphs is contained in periodic
                     reports filed with or furnished to the Commission by the
                     Registrant pursuant to Section 13 or Section 15(d) of the
                     Exchange Act that are incorporated by reference in the
                     Registration Statement.

          2.   That, for the purpose of determining any liability under the
               Securities Act, 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 any of the securities being registered hereby which
               remain unsold at the termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for the purposes of
          determining any liability under the Securities Act, each filing of the
          Registrant's annual report pursuant to Section 13(a) or Section 15(d)
          of the Exchange Act (and, where applicable, each filing of an employee
          benefit plan's annual report pursuant to Section 15(d) of the Exchange
          Act) 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.


                                      II-3
<PAGE>

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act 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
          Commission such indemnification is against public policy as expressed
          in the Securities Act 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 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 and will be governed by the final
          adjudication of such issue.


                                      II-4
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Montreal, Province of Quebec, Country of Canada on
July 19, 2001.

                                                   OPTIMAL ROBOTICS CORP.
                                                   (Registrant)


                                                   By: /s/ Holden L. Ostrin
                                                       ----------------------
                                                       Holden L. Ostrin
                                                       Co-Chairman

                                POWER OF ATTORNEY

     Each person whose signature appears below hereby appoints Neil S. Wechsler
and Holden L. Ostrin, and each of them severally, acting alone and without the
other, his true and lawful attorney-in-fact with full authority to execute in
the name of each such person in the capacities indicated below, and to file with
the Securities and Exchange Commission, together with any exhibits thereto, any
and all amendments, including post-effective amendments, to this registration
statement necessary or advisable to enable the Registrant to comply with the
applicable provisions of the Securities Act and all requirements of the
Commission, and we hereby ratify and confirm our signatures as they may be
signed by our said attorney to any and all such amendments.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:

Signature                      Title                               Date
---------                      -----                               ----

/s/ Neil S. Wechsler           Director, Co-Chairman &             July 19, 2001
----------------------         Chief Executive Officer
Neil S. Wechsler               (Principal Executive Officer)


/s/ Holden L. Ostrin           Director                            July 19, 2001
----------------------
Holden L. Ostrin


/s/ Henry M. Karp              Director                            July 19, 2001
----------------------
Henry M. Karp


                                      II-5
<PAGE>

/s/ Leon P. Garfinkle          Director                            July 19, 2001
----------------------
Leon P. Garfinkle


/s/ James S. Gertler           Director;                           July 19, 2001
----------------------         Authorized Representative
James S. Gertler               in the United States


/s/ Gary S. Wechsler           Chief Financial Officer             July 19, 2001
----------------------         (Principal Financial and
Gary S. Wechsler               Accounting Officer)


/s/ Thomas D. Murphy           Director                            July 19, 2001
----------------------
Thomas D. Murphy



                                      II-6
<PAGE>

                                  EXHIBIT INDEX

                                                                   Sequentially
Exhibit No.    Title                                              Numbered Page
-----------    -----                                              -------------

  4.1          Optimal Robotics 1997 Stock Option Plan, as
               amended.

  5.1          Opinion of Leon P. Garfinkle.

  23.1         Consent of PricewaterhouseCoopers LLP.

  23.2         Consent of Leon P. Garfinkle (included in
               Exhibit 5.1).

  24.1         Power of Attorney (included on the signature page
               of this registration statement).
[{"type": "S-8", "sequence": "1", "filename": "d26290_s-8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 56248}]
{"company-data": {"conformed-name": "OPTIMAL ROBOTICS CORP", "cik": "0001015923", "assigned-sic": "3578", "irs-number": "980160833", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65530", "film-number": "1685268"}, "business-address": {"street1": "4700 DE LA SAVANE", "street2": "STE 101", "city": "MONTRAAL QUEBEC", "state": "E6", "phone": "5147388885"}, "mail-address": {"street1": "4700 DE LA SAVANNE", "street2": "MONTREAL, QUEBEC H4P IT7 CANADA"}}
As filed with the Securities and Exchange Commission on July 20, 2001
                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             Optimal Robotics Corp.
               (Exact Name of Registrant as Specified in Charter)

                                     Canada
         (State or Other Jurisdiction of Incorporation or Organization)

                                   98-0160833
                      (I.R.S. Employer Identification No.)

         4700 de la Savane, Suite 101, Montreal (Quebec) Canada H4P 1T7
                    (Address of Principal Executive Offices)

                  Optimal Robotics Corp. 1997 Stock Option Plan
                            (Full Title of the Plan)

       CT Corporation System, 111 Eighth Avenue, New York, New York 10011
                     (Name and Address of Agent for Service)

                                 (212) 894-8400
          (Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:
                               Guy P. Lander, Esq.
                       Davies Ward Phillips & Vineberg LLP
                               625 Madison Avenue
                            New York, New York 10022
                            Telephone: (212) 308-8866

                         CALCULATION OF REGISTRATION FEE
============================================================================================================
      Title of                Amount         Proposed Maximum        Proposed Maximum           Amount
     Securities                To Be          Offering Price        Aggregate Offering            Of
  To Be Registered          Registered          Per Share(1)              Price(1)         Registration Fee
------------------------------------------------------------------------------------------------------------
Class "A" shares
  without par value     3,000,000 (2)(3)          $29.7571              $89,271,200            $22,317.80
============================================================================================================
(1)  Pursuant to Rule 457(c) and (h), calculated for (i) an aggregate of
     2,542,750 Class "A" shares, no par value ("common shares"), for which
     options have been granted under the registrant's 1997 Stock Option Plan, as
     amended (the "Plan"), at an average exercise price of $28.05 per share, and
     (ii) an aggregate of 457,250 common shares that may be issued under options
     available for grant under the Plan by averaging the high and low prices of
     the common shares as reported on the Nasdaq National Market, on July 16,
     2001.

(2)  Represents common shares issuable upon exercise of stock options granted or
     to be granted under the Plan for which no registration statement has
     previously been filed.

(3)  Pursuant to Rule 416(c), this registration statement also covers such
     indeterminate number of common shares that may become issuable in
     accordance with the anti-dilution provisions of the Plan.

                                EXPLANATORY NOTE

     On May 21, 1998, Optimal Robotics Corp. (the "registrant") filed a
registration statement on Form S-8 (registration no. 333-08794) (the "Initial
Registration Statement") registering 3,180,000 Class "A" shares, no par value
("common shares"), of which 3,000,000 common shares were issuable upon exercise
of stock options granted under or subsequently made subject to the registrant's
1997 Stock Option Plan, as amended (the "Plan"). The registrant has prepared
this registration statement on Form S-8 to register an additional 3,000,000
common shares issuable upon exercise of options granted or available for grant
under the Plan. Pursuant to Form S-8, General Instruction E, except as provided
in the next paragraph, the registrant incorporates by reference herein the
contents of the Initial Registration Statement.

     The Initial Registration Statement included a reoffer prospectus for use by
certain individuals who may have been deemed "affiliates" (as defined in Rule
405 under the Securities Act of 1933, as amended (the "Securities Act")), of the
registrant for reoffers and resales of some of the common shares included in the
Initial Registration Statement. This registration statement includes a revised
reoffer prospectus prepared in accordance with Part I of Form S-3 under the
Securities Act that replaces in its entirety the reoffer prospectus included in
the Initial Registration Statement. The revised reoffer prospectus may be used
by certain individuals who may be deemed affiliates of the registrant for
reoffers and resales of some of the common shares included in this registration
statement and in the Initial Registration Statement.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1. Plan Information*

Item 2. Registrant Information and Employee Plan Annual Information*

*Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from the Registration Statement pursuant to the instructions to Form
S-8.

                                       ii
OPTIMAL ROBOTICS CORP.

                           3,195,250 Class "A" Shares

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

                                   PROSPECTUS

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

     This prospectus relates to the resale of our Class "A" shares, no par value
("common shares"), by our executive officers and directors. The common shares
that may be sold will be acquired by these individuals upon exercise of options
previously granted to them under our 1997 Stock Option Plan. This prospectus
also relates to common shares underlying options that have not yet been granted.
If and when such options are granted to persons required to use this prospectus
to reoffer and resell the shares underlying such options, we will file a
supplement to this prospectus.

     The selling shareholders have advised us that resales of their shares may
be effected from time to time in one or more transactions in the open market, in
negotiated transactions or otherwise, at market prices prevailing at the time of
the sale or at prices otherwise negotiated. See "Plan of Distribution." We will
not receive any of the proceeds from these sales. We will pay all expenses in
connection with this offering, other than commissions and discounts of
underwriters, dealers or agents.

     Our common shares are quoted on the Nasdaq National Market (Symbol: OPMR).
On July 18, 2001, the closing price of the common shares was $40 per share.

     The securities offered by this prospectus involve a high degree of risk.
You should carefully consider the factors described under the heading "Risk
Factors" beginning on page 4 of this prospectus.

     Neither the Securities and Exchange Commission ("SEC") nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.

                  The date of this prospectus is July 20, 2001.
ABOUT THIS PROSPECTUS

     We have filed a registration statement on Form S-8 for the common shares
offered by this prospectus with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"). This prospectus does
not contain all of the information contained in the registration statement. You
should read this entire prospectus carefully as well as the registration
statement for additional information.

     No dealer, salesperson or any other person has been authorized in
connection with this offering to give any information or to make any
representations other than those contained in this prospectus. If any such
information is given or representation made, you must not rely on that
information or representation having been authorized by us. Neither the delivery
of this prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in our affairs since the
date of this prospectus or that the information contained herein is correct as
of any date subsequent to the date of this prospectus. This prospectus is
neither an offer to sell nor a solicitation of an offer to buy any securities
other than the common shares covered by this prospectus, nor is it an offer to
sell or a solicitation of an offer to buy any securities in any state where an
offer or solicitation would be unlawful.

                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and other reports, and other information with the
SEC. You may read and copy any documents we file at the SEC's public reference
room at 450 Fifth Street, N.W., Washington, DC 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room. Our SEC
filings made from 1999 to the present are also available to the public from the
SEC's web site at http://www.sec.gov.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The SEC allows us to incorporate by reference information into this
prospectus, which means that we can disclose important information to you by
referring to another document filed separately with the SEC. The information
incorporated by reference is considered to be part of this prospectus. Later
information that we file with the SEC will automatically update and replace the
information in this prospectus. Accordingly, we incorporate by reference the
documents listed below and any future filings made with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") prior to the termination of the offering:

     o    Our current report on Form 8-K (File Number 0-28572) filed with the
          SEC on May 18, 2001;

     o    Our quarterly report on Form 10-Q for the quarter ended March 31, 2001
          (File Number 0-28572) filed with the SEC on April 24, 2001;

     o    Our current report on Form 8-K (File Number 0-28572) filed with the
          SEC on February 1, 2001;

                                       2
o    Our annual report on Form 10-K for the fiscal year ended December 31,
          2000 (File Number 0-28572) filed with the SEC on March 1, 2001; and

     o    The description of our common shares contained in our registration
          statement on Form 8-A filed with the SEC on June 17, 1996, as amended
          by our Form 8 filed with the SEC on July 17, 1996, including any
          amendment or report filed for the purpose of updating such
          description.

     You may obtain a copy of these filings (excluding the exhibits to filings
that we have not specifically incorporated by reference in such filings), at no
cost, by telephoning us at 514-738-8885 or by writing to:

     Optimal Robotics Corp.
     4700 de la Savane, Suite 101
     Montreal, Quebec H4P 1T7, Canada
     Telephone: (514) 738-8885
     Attn: O. Bradley McKenna, Vice-President, Administration and
           Human Resources

                    NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus includes forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. When used
in this prospectus, the words "anticipate," "believe," "estimate," "will,"
"should," "could," "may," "intend," `expect," "plan," "predict," "potential," or
"continue" or similar expressions identify certain of such forward-looking
statements. Although we believe that our plans, intentions and expectations
reflected in such forward-looking statements are reasonable, we can give no
assurance that such plans, intentions or expectations will be achieved. Actual
results, performance or achievements could differ materially from those
contemplated, expressed or implied by the forward-looking statements contained
in this prospectus. Important factors that could cause actual results to differ
materially from our forward-looking statements are set forth in this prospectus,
including under the heading "Risk Factors." These factors are not intended to
represent a complete list of the general or specific factors that may affect us.
It should be recognized that other factors, including general economic factors
and business strategies, may be significant, presently or in the future, and the
factors set forth herein may affect us to a greater extent than indicated. All
forward-looking statements attributable to us or persons acting on our behalf
are expressly qualified in their entirety by the cautionary statements set forth
herein. Except as required by law, we undertake no obligation to update any
forward-looking statement, whether as a result of new information, future events
or otherwise.

                                   OUR COMPANY

     We are the leading provider of self-checkout systems to retailers in North
America. Our principal product is the U-Scan(R), an automated self-checkout
system that enables shoppers to scan, bag and pay for their purchases with
little or no assistance from store personnel. We estimate that in 2000, U-Scan
systems processed over 150 million customer transactions. The U-Scan can be
operated quickly and easily by shoppers and makes the checkout process more
convenient for them. The U-Scan also reduces the cost of checkout transactions
to retailers and

                                       3
addresses labor shortage problems by replacing manned checkout counters with our
automated self-checkout stations.

     As of June 30, 2001, we had sold 1,473 U-Scan systems, consisting of 5,863
checkout stations, in 1,369 stores of leading retailers across 41 states and two
provinces. Each U-Scan system typically includes four checkout stations and one
manned supervisor terminal.

     The following chart provides information regarding the U-Scan systems we
sold during the last five and one-half years:
1996       1997       1998       1999    2000          2001
                                                                 ----       ----       ----       ----    ----          ----
                                                                                                                 (through June 30)
U-Scan system sales:
        Systems sold during period ..........................       6         22         57        288        583        515
        Systems sold as at period-end .......................       8         30         87        375        958      1,473
     U-Scan checkout stations sold as at period-end .........      32        120        346      1,498      3,808      5,863
     Customer transactions (millions)(1) ....................                            12         45        150        170
---------------
     (1)  Estimated, based on reports provided by our customers. Prior to 1998,
          we did not track this data.

     The company is a foreign private issuer under the rules of the SEC. Unless
the context otherwise requires, the terms "we," "our," "us," and "the company"
refer to Optimal Robotics Corp., a Canadian corporation.

     Our principal executive offices are located at 4700 de la Savane, Suite
101, Montreal, Quebec H4P 1T7, and our telephone number is (514) 738-8885.

                                  RISK FACTORS

     You should carefully consider the following risks before making an
investment decision. You should carefully consider these risk factors, together
with all of the other information contained or incorporated by reference in this
prospectus, before you decide to purchase our common shares. These factors could
cause our future results to differ materially from those expressed or implied in
forward-looking statements made by us. The risks and uncertainties described
below are not the only ones we face. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial may also harm our
business. The trading price of our common shares could decline due to any of
these risks, and you may lose all or part of your investment.

     WE HAD A HISTORY OF LOSSES. Prior to the second quarter of 1999, our
operations generated losses. There is no assurance that we will continue to be
profitable or that our profitability will increase.

     WE PRINCIPALLY DEPEND ON ONE LINE OF PRODUCTS. Our near-term success
depends principally on the sales volume of one line of products, the U-Scan. Our
longer-term success depends upon the continued acceptance of and demand for this
one product line, as well as new products that we may bring to market. If U-Scan
experiences significant problems, competition from superior technology, or
customer resistance, we could be harmed significantly.

                                       4
Sales growth will depend on our generating additional orders from existing
U-Scan customers, as well as finding new customers for the system. We believe
that our customers will only purchase U-Scan if they conclude that shoppers will
use it and that there are benefits to their stores from its installation. We
believe that shoppers will use U-Scan only if it is convenient, easy to use and
reliable.

     WE RELY ON A FEW CUSTOMERS FOR MOST OF OUR REVENUES. A few significant
customers account for the majority of our revenues, and we rely on these
customers' continued willingness to install U-Scan. We may not be able to
generate new customers for U-Scan.

     WE MAY NOT BE ABLE TO MANAGE OUR GROWTH. During the past several years, we
have experienced significant growth in sales. As a result, we have had to hire
and train additional skilled personnel. Should sales continue to increase, we
will have to hire and train even more personnel to customize, install and
support U-Scan. There is no assurance that we will be able to hire the skilled
personnel we will need to meet increased demand, should it develop. This is
particularly true for installation and support personnel, for whom there is
significant competition. If we are unable to hire such personnel, our sales may
be adversely affected. Despite our recent growth, we are still a small company,
and should demand for our products be unexpectedly strong, we may be unable to
fill our orders.

     WE RELY ON THIRD PARTY SUPPLIERS. U-Scan is assembled from components that
are readily available from numerous suppliers. Although we may use a single
supplier for particular components, given the open architecture of our system,
we are not dependent on any single supplier for any particular component.
Nevertheless, should any of our suppliers fail to deliver components to us in a
timely manner, it could disrupt our business.

     U-SCAN IS ASSEMBLED AT TWO FACILITIES. We assemble our systems at our main
facility in Plattsburgh, New York and at our facility in Phoenix, Arizona. A
disruption of operations at our Plattsburgh facility for any reason, including
labor unrest or natural disaster, could have a short-term adverse effect upon
our business and results of operations.

     WE HAVE PENDING PATENT INFRINGEMENT CLAIMS AGAINST US. In each of 1995 and
1996, we received a demand letter from the same claimant alleging that U-Scan
Express(R) infringes upon the claimant's patent. In July 1999, this claimant
filed a civil action in the United States District Court for the District of
Utah against us and PSC, Inc., the former assembler of U-Scan Express, alleging
patent infringement. A second party also sent a demand letter to us in 1999, and
again in February 2001, alleging a different patent infringement. After
consultation with counsel, we believe that the former claimant should not
prevail in its lawsuit and that the latter claimant should not prevail if a
lawsuit is brought to assert its claim, and that these claims will not have a
material adverse effect on our business or prospects. However, no assurance can
be given that a court will not ultimately determine that the system infringes
upon one or both of such claimants' rights. A determination by a court that the
system infringes upon either of the claimants' rights would have a material
adverse effect on our business and results of operations.

                                       5
WE MAY NOT BE ABLE TO KEEP PACE WITH CHANGES IN TECHNOLOGY. The
self-checkout industry is rapidly developing. The technology used by U-Scan is
changing rapidly, in part due to the evolving demands of our customers. To be
successful, we will have to anticipate the demands of our customers and improve
our existing product line and develop new products to satisfy them. If we fail
to improve and develop products by the times and at the prices demanded by our
customers, our business and prospects may be adversely affected. Our competitors
may introduce new technology that is better than ours. If so, we will have to
improve our technology in order to remain competitive. If we are unable to do
so, there might be an adverse impact on us.

     WE DEPEND UPON KEY PERSONNEL. Our future success depends to a great extent
on the continued services of our senior management and other key personnel,
including sales people. Our success will also depend upon our ability to hire
and retain qualified personnel to assemble, install and support our systems, to
improve our existing products and to develop new ones. These people will
include:

     o    programmers and other software engineers,

     o    project managers,

     o    installers, and

     o    hardware and software support personnel.

The competition for these people may be significant. Should we have difficulty
hiring or retaining qualified personnel, it could adversely affect our business
and prospects.

     COMPETITION COULD REDUCE REVENUE FROM THE U-SCAN. The market for checkout
systems is very competitive. The chief rival for U-Scan is the traditional
manned checkout counter. Although the use of automated self-checkout systems
such as U-Scan is relatively new, we expect increasing competition for sales of
this product. The barriers to entering this market may be low. Most of our
competitors are larger and have greater financial and other resources.
Competitors include NCR Corporation, Symbol Technologies, Inc. and Productivity
Solutions, Inc. PSC has also recently entered the self-checkout market. We may
not be able to compete successfully against these and other companies with
greater financial and other resources.

     OUR PRODUCTS MAY CONTAIN DEFECTS. Our products, including U-Scan, are
complex and, despite extensive testing, may contain undetected flaws when first
installed for a new customer. This is particularly true of the software in the
U-Scan, which must be adapted to each customer's information systems. If
serious, any such flaws could prevent or delay market acceptance of our products
and cause us to incur substantial re-engineering expenses.

     SHARE PRICES IN TECHNOLOGY STOCKS HAVE BEEN VOLATILE. Recently, there have
been substantial price and volume fluctuations in stock markets, and the prices
of technology company shares have been particularly volatile. The price of our
common shares in the stock market may move in ways that are unrelated or
disproportionate to our operating performance. In addition to our performance,
the following factors may cause the price of our common shares to fluctuate in
the stock market:

                                       6
o    the introduction of new products by us or by competitors,

     o    business conditions in our markets,

     o    earnings forecasts by market analysts,

     o    sales of our common shares in the market, and

     o    general economic conditions.

Other factors, both related and unrelated to us, may also cause fluctuations in
our share price.

     WE ARE AT RISK FROM FOREIGN CURRENCY EXCHANGE RATE FLUCTUATIONS. A
significant portion of our expenses is paid in Canadian dollars, while
substantially all of our revenues are earned in U.S. dollars, which is our
functional currency for purposes of our financial statements. If the Canadian
dollar becomes stronger, the effective cost of our expenses (as reported in U.S.
dollars) will increase. We have never tried to hedge our exchange rate risk, do
not plan to begin to do so and may not be successful should we attempt to do so
in the future.

     FUTURE SALES OF COMMON SHARES COULD DEPRESS THE PRICE OF THE COMMON SHARES.
Sales of significant numbers of common shares in the public market, or the
perception that these sales will occur, may materially depress the market price
of the common shares as well as restrict our ability to raise capital through
future sales of common shares. Upon the exercise of all vested options, we will
have 15,720,735 shares outstanding, all of which will be eligible for immediate
resale in the public market. This number includes 1,247,000 common shares
issuable to our officers and directors upon their exercise of vested options.
Additionally, in April 2000, we increased by 3,000,000 the number of common
shares issuable upon exercise of options granted or available for grant under
our stock option plan.

     OUR QUARTERLY OPERATING RESULTS MAY VARY. Our operating results have varied
from quarter to quarter. In November and December, retailers focus on holiday
season sales and not on installing checkout systems. As a result, sales in those
months are generally less than sales in the rest of the year.

     WE DO NOT ANTICIPATE PAYING DIVIDENDS IN THE NEAR FUTURE. We intend to
retain all of our earnings, if any, to finance operations and expand our
business and do not anticipate paying any cash dividends in the foreseeable
future.

     IT MAY BE DIFFICULT TO ENFORCE JUDGMENTS AGAINST US OR OUR AFFILIATES. We
are incorporated under the federal laws of Canada. Most of our directors and
officers and the experts named herein are residents of Canada and all or a
substantial portion of their assets and a significant portion of our assets are
located outside the United States. As a result, it may not be possible for
shareholders to effect service of process within the United States upon such
persons or to enforce against them judgments of U.S. courts under any U.S.
securities laws. There is doubt as to the enforceability in Canada, in original
actions or in actions for the enforcement of judgments of U.S. courts, of civil
liabilities predicated upon the U.S. securities laws.

                                       7
ORGANIZED LABOR MAY RESIST U-SCAN. U-Scan displaces cashiers. For this
reason, organized labor may seek provisions in collective bargaining agreements
that prevent stores from installing U-Scan.

     WE MAY BE VULNERABLE TO TECHNOLOGICAL PROBLEMS. We are a
technology-oriented company and depend to a significant degree upon our ability
to communicate on-line or by telephone with the systems that we have installed.
If we are unable to access these systems due to technological problems beyond
our control, it will have a material adverse effect on our ability to assist our
customers. Additionally, if our customers are unable to reach us by telephone or
via the Internet, we will also be unable to respond to questions or address
serious problems faced by these customers. If our ability to communicate with
our systems or our customers is impaired, our business may be adversely
affected. The Internet is subject to security and privacy breaches which may
impact us or our customers.

                                 USE OF PROCEEDS

     We will not receive any proceeds from the sales of our common shares by the
selling shareholders. We will use any proceeds received from the exercise of
options by the selling shareholders for general corporate purposes.

                              SELLING SHAREHOLDERS

     This prospectus relates to the reoffer and resale of common shares issuable
upon the exercise of options granted or that may be granted under our 1997 Stock
Option Plan to the selling shareholders named below. The address for each
selling shareholder is c/o Optimal Robotics Corp., 4700 de la Savane, Montreal,
Quebec H4P 1T7.

     The following table sets forth certain information as of the date of this
prospectus solely with respect to the selling shareholders named below and the
common shares that may be offered and sold by each selling shareholder in this
offering.

                                       8
--------------------------------------------------------------------------------------------------------------------
                                     Number of                           Number of Common
                                  Common Shares        Number of       Shares Beneficially        % of Outstanding
                                   Beneficially          Common            Owned After              Common Shares
    Name of Selling               Owned Prior to      Shares Being      Completion of this        After Completion
      Shareholder                 this Offering         Offered              Offering           of this Offering (1)
--------------------------------------------------------------------------------------------------------------------
Neil S. Wechsler (2)
   Co-Chairman and Chief             530,750(3)         893,000(4)             72,750                   0.5%
   Executive Officer
--------------------------------------------------------------------------------------------------------------------
Holden L. Ostrin (2)
   Co-Chairman                       514,000(5)         949,000(6)              -0-                     -0-
--------------------------------------------------------------------------------------------------------------------
Henry M. Karp (2)
   President, Chief Operating        518,000(7)         953,000(8)              -0-                     -0-
   Officer and Director
--------------------------------------------------------------------------------------------------------------------
Leon P. Garfinkle(2)
   Senior Vice-President,             27,500(9)          90,000(10)             -0-                     -0-
   General Counsel,
   Secretary and Director
--------------------------------------------------------------------------------------------------------------------
James S. Gertler
   Director                           32,500(11)         80,000(12)             -0-                     -0-
--------------------------------------------------------------------------------------------------------------------
Thomas D. Murphy
   Director                           12,500(13)         60,000(14)             -0-                     -0-
--------------------------------------------------------------------------------------------------------------------
(1)  Assumes no issuance of common shares reserved for issuance under
     outstanding options, except for those held by the respective selling
     shareholder.

(2)  On May 5, 1997, Optimal granted an option to purchase 94,000 common shares
     to each of Messrs. Wechsler, Ostrin and Karp, and an option to purchase
     5,000 shares to Mr. Garfinkle. The terms of these options provide that upon
     the exercise of the respective option, the option shall be automatically
     replaced with an option for an equal number of shares, at an exercise price
     equal to the then current market value of the common shares. This
     replacement mechanism can operate twice during the term of the option. The
     common shares currently issuable upon the exercise of these replacement
     options have been included in the number of common shares beneficially
     owned by the selling shareholders.

(3)  Includes 458,000 common shares subject to options that have vested or that
     will vest within 60 days.

(4)  Represents the shares described in footnote (3) and 435,000 common shares
     subject to unvested options.

(5)  Represents common shares subject to options that have vested or that will
     vest within 60 days.

(6)  Represents the shares described in footnote (5) and 435,000 common shares
     subject to unvested options.

(7)  Represents common shares subject to options that have vested or that will
     vest within 60 days.

(8)  Represents the shares described in footnote (7) and 435,000 common shares
     subject to unvested options.

(9)  Represents common shares subject to options that have vested or that will
     vest within 60 days.

(10) Represents the shares described in footnote (9) and 62,500 common shares
     subject to unvested options.

(11) Represents common shares subject to options that have vested or that will
     vest within 60 days.

(12) Represents the shares described in footnote (11) and 47,500 common shares
     subject to unvested options.

(13) Represents common shares subject to options that will vest within 60 days.

(14) Represents the shares described in footnote (13) and 47,500 common shares
     subject to unvested options.

                              PLAN OF DISTRIBUTION

     The common shares covered by this prospectus will be sold, if at all, by
the individuals named above or donees, pledgees or others on their behalf, and
not by us. The shares may be sold from time to time as follows:

                                       9
o    on the Nasdaq National Market, in the over-the-counter market, or on
          any national securities exchange on which the common shares may be
          listed at the time of sale (any of which may involve crosses and block
          transactions);

     o    to purchasers directly;

     o    in ordinary brokerage transactions in which the broker solicits
          purchasers;

     o    through underwriters, dealers and agents who may receive compensation
          in the form of underwriting discounts, concessions or commissions from
          a seller and/or the purchasers of the shares for whom they may act as
          agent;

     o    through the writing of options on the shares;

     o    through the pledge of shares as security for any loan or obligation,
          including pledges to brokers or dealers who may from time to time
          effect distributions of the shares or other interests in the shares;

     o    through purchases by a broker or dealer as principal and resale by
          such broker or dealer for its own account pursuant to this prospectus;

     o    through block trades in which the broker or dealer so engaged will
          attempt to sell the shares as agent or as riskless principal but may
          position and resell a portion of the block as principal to facilitate
          the transaction;

     o    through exchange distributions in accordance with the rules of the
          applicable exchange;

     o    in any combination of one or more of these methods; or

     o    in any other lawful manner.

     These sales may be made at the then current market price or at privately
negotiated prices. In effecting sales, a broker or dealer engaged by an
individual using this prospectus to sell common shares may arrange for other
brokers or dealers to participate in the sale. In addition, any shares covered
by this prospectus that qualify for sale pursuant to Rule 144 under the
Securities Act may be sold thereunder rather than by this prospectus.

     In connection with distributions of the shares or otherwise, persons using
this prospectus to sell common shares may enter into hedging transactions with
broker-dealers. In connection with a hedging transaction, a broker-dealer may
engage in short sales of shares registered hereunder in the course of hedging
the positions it assumes with the seller. The seller may also sell shares short
and deliver the shares to close out the short positions. The seller may also
enter into an option or other transaction with a broker-dealer that requires the
delivery to the broker-dealer of shares we have registered, which the
broker-dealer may resell by this prospectus.

                                       10
The selling shareholders and any broker-dealers or agents that are involved
in selling the shares may be deemed to be "underwriters" within the meaning of
the Securities Act in connection with these sales. In such event, any
commission, discount or concession may be deemed to be an underwriting discount
or commission under the Securities Act.

     We may be required to file a supplemented prospectus in connection with any
activities involving a seller that may be deemed to be an "underwriting." In
that case, a supplement or revision to this prospectus would contain (1)
information as to whether an underwriter selected by a seller, or any other
broker-dealer, is acting as principal or agent for the seller, (2) the
compensation to be received by an underwriter selected by a seller or any
broker-dealer, for acting as principal or agent for a seller and (3) the
compensation to be received by any other broker-dealer, if the compensation of
such other broker-dealers is in excess of usual and customary commissions. Any
broker or dealer participating in any distribution of the shares may be required
to deliver a copy of this prospectus, including any prospectus supplement, to
anyone who purchases any shares from or through such a broker-dealer.

     We have advised the people identified in this prospectus as potential
sellers of common shares that during any period when they may be engaged in a
distribution of the shares offered by this prospectus, they are required to
comply with Regulation M promulgated under the Exchange Act. With certain
exceptions, Regulation M precludes any seller, any affiliated purchaser and any
broker-dealer or other individual who participates in such a distribution from
bidding for or purchasing, or attempting to induce any individual to bid for or
purchase, any security that is the subject of the distribution until the entire
distribution is complete. Regulation M also restricts any bids or purchases made
to stabilize the price of a security in connection with the distribution of that
security. All of these factors may affect the marketability of our common
shares.

     The people identified in this prospectus as potential sellers of common
shares may offer to sell all, some or none of the shares covered by this
prospectus. Because it is possible that a significant number of shares could be
sold simultaneously by means of this prospectus, such sales, or the possibility
thereof, may have an adverse effect on the market price of our common shares.

Transfer Agent and Registrar

     The co-transfer agents and co-registrars for the common shares are
Computershare Trust Company of Canada (Toronto) and Computershare Trust Company,
Inc. (Colorado).

                                 INDEMNIFICATION

     Our By-laws provide the following:

     Subject to the provisions of the Canada Business Corporations Act (the
"CBCA"), each of our directors and officers (including those who have acted at
our request as an officer or director of another entity of which we are or were
a shareholder or creditor) and his heirs and legal representatives shall from
time to time be indemnified and saved harmless by us from and

                                       11
against all costs, charges and expenses reasonably incurred by him in respect of
any civil, criminal or administrative action or proceeding to which he is made a
party by reason of being or having been our director or officer or a director or
officer of such other entity (including, without limitation, all losses,
liabilities, costs, charges and expense, in respect of any act or proceeding for
the recovery of claims of any of our employees or former employees (or those of
such other entity) or in respect of any claim based upon our failure to deduct,
withhold, remit or pay any amount for taxes, assessments and other charges of
any nature whatsoever as required by law), if

     (a)  he acted honestly and in good faith with a view to our best interests;
          and

     (b)  in the case of a criminal or administrative action or proceeding that
          is enforced by a monetary penalty, he had reasonable grounds for
          believing that his conduct was lawful.

     Our By-laws also contain a provision eliminating the liability of directors
or officers for losses, damages or other misfortunes of the company arising out
of the execution of the duties of his office or in relation thereto, unless
occasioned by his own willful neglect or default (subject to compliance with the
mandatory obligations and duties imposed by the CBCA and the regulations
thereunder and the liability imposed for any breach thereof).

     We shall also indemnify such person in such other circumstances as the CBCA
may require.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors, officers or persons controlling us pursuant
to the foregoing provisions, we have been informed that it is the SEC's opinion
that such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

                                  LEGAL MATTERS

     The validity of the common shares offered under this prospectus has been
passed upon for us by Leon Garfinkle, Esq., our General Counsel.

                                     EXPERTS

     The financial statements incorporated in this Prospectus by reference to
our Annual Report on Form 10-K for the year ended December 31, 2000, have been
so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent auditors, given on the authority of said firm as experts in auditing
and accounting.

                                       12
OPTIMAL ROBOTICS CORP.

                                Class "A" Shares

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

                                   PROSPECTUS

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

                                  July 20, 2001
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents, which have been filed by Optimal Robotics Corp.
(the "Registrant") with the Securities and Exchange Commission ("SEC"), are
incorporated by reference in this registration statement.

     (a) The Registrant's current report on Form 8-K (File Number 0-28572) filed
with the SEC on May 18, 2001;

     (b) The Registrant's quarterly report on Form 10-Q for the quarter ended
March 31, 2001 (File Number 0-28572), filed with the SEC on April 24, 2001;

     (c) The Registrant's current report on Form 8-K (File Number 0-28572) filed
with the SEC on February 1, 2001;

     (d) The Registrant's annual report on Form 10-K for the fiscal year ended
December 31, 2000 (File Number 0-28572), filed with the SEC on March 1, 2001;
and

     (e) The description of the Registrant's Class "A" shares contained in the
Registrant's registration statement on Form 8-A, filed with the SEC on June 17,
1996, as amended by the Registrant's Form 8, filed with the SEC on July 17,
1996, including any amendment or report filed for the purpose of updating such
description.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to any filing of a post-effective amendment, which
indicates that all securities offered have been sold or which deregisters 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.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Leon P. Garfinkle, General Counsel to the Registrant, is providing the
opinion contained in Exhibit 5.1 to this Registration Statement. Mr. Garfinkle
is a director and Senior Vice-President and Secretary of the Registrant. Mr.
Garfinkle has received and may in the future receive grants of stock options
from the Registrant, and it is anticipated that shares issued to Mr. Garfinkle
upon the exercise of such stock options will be sold pursuant to this
Registration Statement.

                                      II-1
Item 6. Indemnification of Directors and Officers.

     The Registrant's By-laws provide the following:

     Subject to the provisions of the Canada Business Corporations Act (the
"CBCA"), every director and officer of the Registrant (including those who have
acted at the Registrant's request as an officer or director of a body corporate
of which the Registrant is or was a shareholder or creditor), and his heirs and
legal representatives shall from time to time be indemnified and saved harmless
by the Registrant from and against all costs, charges and expenses reasonably
incurred by him in respect of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or having been a
director or officer of the Registrant or such body corporate (including, without
limitation, all losses, liabilities, costs, charges and expenses, incurred by
him in respect of any act or proceeding for the recovery of claims of any
employees or former employees of the Registrant or such body corporate, or in
respect of any claim based upon the failure of the Registrant to deduct,
withhold, remit or pay any amount for taxes, assessments and other charges of
any nature whatsoever as required by law), if

     (a) he acted honestly and in good faith with a view to the best interests
of the Registrant; and

     (b) in the case of a criminal or administrative action or proceeding that
is enforced by a monetary penalty, he had reasonable grounds for believing that
his conduct was lawful.

     The By-laws also contain a provision eliminating the liability of directors
or officers for losses, damages or other misfortunes of the Registrant arising
out of the execution of the duties of his office or in relation thereto, unless
occasioned by his own willful neglect or default (subject to the mandatory
obligations and duties imposed by the CBCA and the regulations thereunder and
the liabilities imposed for any breach thereof).

     The Registrant shall also indemnify such person in such other circumstances
as the CBCA may require.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     4.1  Optimal Robotics 1997 Stock Option Plan, as amended.

     5.1  Opinion of Leon P. Garfinkle.

     23.1 Consent of PricewaterhouseCoopers LLP.

     23.2 Consent of Leon P. Garfinkle (included in Exhibit 5.1).

                                      II-2
24.1 Power of Attorney (included on the signature page of this registration
          statement).

ITEM 9. UNDERTAKINGS

     (a)  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;

               (ii)  to reflect in the prospectus 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; and

               (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 paragraphs is contained in periodic
                     reports filed with or furnished to the Commission by the
                     Registrant pursuant to Section 13 or Section 15(d) of the
                     Exchange Act that are incorporated by reference in the
                     Registration Statement.

          2.   That, for the purpose of determining any liability under the
               Securities Act, 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 any of the securities being registered hereby which
               remain unsold at the termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for the purposes of
          determining any liability under the Securities Act, each filing of the
          Registrant's annual report pursuant to Section 13(a) or Section 15(d)
          of the Exchange Act (and, where applicable, each filing of an employee
          benefit plan's annual report pursuant to Section 15(d) of the Exchange
          Act) 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.

                                      II-3
(c)  Insofar as indemnification for liabilities arising under the
          Securities Act 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
          Commission such indemnification is against public policy as expressed
          in the Securities Act 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 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 and will be governed by the final
          adjudication of such issue.

                                      II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Montreal, Province of Quebec, Country of Canada on
July 19, 2001.

                                                   OPTIMAL ROBOTICS CORP.
                                                   (Registrant)

                                                   By: /s/ Holden L. Ostrin
                                                       ----------------------
                                                       Holden L. Ostrin
                                                       Co-Chairman

                                POWER OF ATTORNEY

     Each person whose signature appears below hereby appoints Neil S. Wechsler
and Holden L. Ostrin, and each of them severally, acting alone and without the
other, his true and lawful attorney-in-fact with full authority to execute in
the name of each such person in the capacities indicated below, and to file with
the Securities and Exchange Commission, together with any exhibits thereto, any
and all amendments, including post-effective amendments, to this registration
statement necessary or advisable to enable the Registrant to comply with the
applicable provisions of the Securities Act and all requirements of the
Commission, and we hereby ratify and confirm our signatures as they may be
signed by our said attorney to any and all such amendments.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:

Signature                      Title                               Date
---------                      -----                               ----

/s/ Neil S. Wechsler           Director, Co-Chairman &             July 19, 2001
----------------------         Chief Executive Officer
Neil S. Wechsler               (Principal Executive Officer)

/s/ Holden L. Ostrin           Director                            July 19, 2001
----------------------
Holden L. Ostrin

/s/ Henry M. Karp              Director                            July 19, 2001
----------------------
Henry M. Karp

                                      II-5
/s/ Leon P. Garfinkle          Director                            July 19, 2001
----------------------
Leon P. Garfinkle

/s/ James S. Gertler           Director;                           July 19, 2001
----------------------         Authorized Representative
James S. Gertler               in the United States

/s/ Gary S. Wechsler           Chief Financial Officer             July 19, 2001
----------------------         (Principal Financial and
Gary S. Wechsler               Accounting Officer)

/s/ Thomas D. Murphy           Director                            July 19, 2001
----------------------
Thomas D. Murphy

                                      II-6
EXHIBIT INDEX

                                                                   Sequentially
Exhibit No.    Title                                              Numbered Page
-----------    -----                                              -------------

  4.1          Optimal Robotics 1997 Stock Option Plan, as
               amended.

  5.1          Opinion of Leon P. Garfinkle.

  23.1         Consent of PricewaterhouseCoopers LLP.

  23.2         Consent of Leon P. Garfinkle (included in
               Exhibit 5.1).

  24.1         Power of Attorney (included on the signature page
               of this registration statement).