As filed with the Securities and Exchange Commission on December 16, 2004
                                                   Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                   ----------

                                ECI TELECOM LTD.
             (Exact name of registrant as specified in its charter)

             Israel                                        None
  (State or other jurisdiction               (IRS Employer Identification No.)
of incorporation or organization)

                                30 Hasivim Street
                           Petah Tikva 49133 - Israel
               (Address of principal executive offices) (Zip Code)

                  ECI TELECOM LTD. EMPLOYEE SHARE PURCHASE PLAN

                           (Full title of the Plan(s))


                                ECI Telecom Inc.
                          1201 West Cypress Creek Road
                         Fort Lauderdale, Florida 33309
                     (Name and address of agent for service)
                                 (954) 772-3070
          (Telephone Number, including area code, of agent for service)

                                   ----------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
                                                             Proposed Maximum            Proposed Maximum
                                       Amount to be      Offering Price per Share    Aggregate Offering Price        Amount of
Title of Securities to be Registered  Registered (1)                (2)                         (2)               Registration Fee
------------------------------------ ------------------- ------------------------    --------------------------   ------------------
<S>                                  <C>                          <C>                       <C>                      <C>
ECI Telecom Ltd. Employee Share
Incentive Plan 2002
----------------------------------
Ordinary Shares, nominal value NIS   3,000,000 shares             $7.925                    $23,775,000              $2,799.00
0.12 per share
------------------------------------ ------------------- -------------------------- ---------------------------- -------------------
</TABLE>

(1)   This Registration Statement shall also cover any additional shares
      attributable to these registered shares which become issuable under the
      ECI Telecom Ltd. Employee Share Incentive Plan 2002 by reason of any share
      dividend, share split, recapitalization or other similar transaction
      effected without the Registrant's receipt of consideration which results
      in an increase in the number of the Registrant's outstanding shares.

(2)   Calculated solely for purposes of this offering under Rule 457(h) of the
      Securities Act of 1933, as amended, on the basis of the average of the
      high and low selling prices per share of the Registrant's Ordinary Shares
      on December 15, 2004, as reported by the Nasdaq National Market.
<PAGE>

                  On March 7, 2003, ECI Telecom Ltd. (the "Registrant") filed
with the Securities and Exchange Commission (the "Commission") a Registration
Statement on Form S-8 (File No. 333-103669) relating to 13,025,000 ordinary
shares, nominal value NIS 0.12 per share (the "Ordinary Shares"), of the
Registrant to be offered and sold under the plan (the "Plan") set forth on the
cover page of this Registration Statement. The contents of such prior
Registration Statement are incorporated in this Registration Statement by
reference. This Registration Statement is being filed to register an additional
3,000,000 Ordinary Shares to be offered and sold under the Plan pursuant to an
amendment thereof.

                                     PART II

               Information Required in the Registration Statement

Item 8.  Exhibits

  Exhibit Number     Exhibit
--------------- ----------------------------------------------------------------
      5         Opinion and consent of Goldfarb, Levy, Eran & Co.

      23.1      Consent of Somekh Chaikin, a member of KPMG International,
                Independent Registered Public Accounting Firm.

      23.2      Consent of PricewaterhouseCoopers (San Jose, CA), Independent
                Registered Public Accounting Firm.

      23.3      Consent of Goldfarb, Levy, Eran & Co. is contained in Exhibit 5.

      99.1      ECI Telecom Ltd. Employee Share Incentive Plan 2002  (as amended
                and restated), including the ECI Telecom Ltd. 2002 Sub-Plan
                (United States)

                                      II-1
<PAGE>

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Petah Tikva, State of Israel on this
16th day of December, 2004.

                                 ECI TELECOM LTD.

                                 By: /s/ Doron Inbar
                                     -------------------------------------
                                     Doron Inbar
                                     President and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

                  That the undersigned officers and directors of ECI Telecom
Ltd., an Israeli corporation, do hereby constitute and appoint Doron Inbar,
President and Chief Executive Officer, and Giora Bitan, Executive Vice President
and Chief Financial Officer, and each of them, the lawful attorneys-in-fact and
agents with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and any one of
them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

                  IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

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

                                      II-2
<PAGE>

<TABLE>
<CAPTION>
              Signature                                        Title                                Date
------------------------------------      -------------------------------------------         -----------------
<S>                                                    <C>                                           <C>
/s/ Doron Inbar                           President and Chief Executive Officer               December 16, 2004
------------------------------------      (Principal Executive Officer)
Doron Inbar

                                          Executive Vice President and Chief Financial        December 16, 2004
/s/ Giora Bitan                           Officer (Principal Financial and Accounting
------------------------------------      Officer)
Giora Bitan

/s/ Shlomo Dovrat                         Chairman of the Board of Directors                  December 16, 2004
------------------------------------
Shlomo Dovrat

/s/ Jonathan B. Kolber                    Director                                            December 16, 2004
------------------------------------
Jonathan B. Kolber

/s/ Danny Biran                           Director                                            December 16, 2004
------------------------------------
Danny Biran

/s/ Yocheved Dvir                         Director                                            December 16, 2004
------------------------------------
Yocheved Dvir

/s/ Colin R. Green                        Director                                            December 16, 2004
------------------------------------
Colin R. Green

/s/ Avner Naveh                           Director                                            December 16, 2004
------------------------------------
Avner Naveh

/s/ Meir Shannie                          Director                                            December 16, 2004
------------------------------------
Meir Shannie

/s/ Casimir Skrzypczak                    Director                                            December 16, 2004
------------------------------------
Casimir Skrzypczak

/s/ Gerd Tenzer                           Director                                            December 16, 2004
------------------------------------
Gerd Tenzer

Authorized Representative in the United States

ECI TELECOM INC.

By:   /s/ Paul Ellett                   Vice President and Director                         December 16, 2004
      -----------------------------
      Paul Ellett
</TABLE>


                                      II-3
<PAGE>

                                  EXHIBIT INDEX

  Exhibit Number     Exhibit
--------------- ----------------------------------------------------------------
      5         Opinion and consent of Goldfarb, Levy, Eran & Co.

      23.1      Consent of Somekh Chaikin, a member of KPMG International,
                Independent Registered Public Accounting Firm.

      23.2      Consent of PricewaterhouseCoopers (San Jose, CA), Independent
                Registered Public Accounting Firm.

      23.3      Consent of Goldfarb, Levy, Eran & Co. is contained in Exhibit 5.

      99.1      ECI Telecom Ltd. Employee Share Incentive Plan 2002  (as amended
                and restated), including the ECI Telecom Ltd. 2002 Sub-Plan
                (United States)
[{"type": "S-8", "sequence": "1", "filename": "v09932.txt", "secsgml_size_bytes": 11182}]
{"company-data": {"conformed-name": "ECI TELECOM LTD/", "cik": "0000701544", "assigned-sic": "3661", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-121317", "film-number": "041207714"}, "business-address": {"street1": "30 HASIVIM ST", "city": "PETAH TIKVA", "state": "L3", "zip": "49133 IS", "phone": "9729266555"}, "mail-address": {"street1": "30 HASIVIM ST", "street2": "345 PARK AVE", "city": "PETAH TIKVA 49133 IS", "state": "L3", "zip": "00000"}, "former-company": [{"former-conformed-name": "ECI TELECOM LTD", "date-changed": "19950606"}, {"former-conformed-name": "ELECTRONICS CORP OF ISRAEL LTD", "date-changed": "19850702"}]}
As filed with the Securities and Exchange Commission on December 16, 2004
                                                   Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                   ----------

                                ECI TELECOM LTD.
             (Exact name of registrant as specified in its charter)

             Israel                                        None
  (State or other jurisdiction               (IRS Employer Identification No.)
of incorporation or organization)

                                30 Hasivim Street
                           Petah Tikva 49133 - Israel
               (Address of principal executive offices) (Zip Code)

                  ECI TELECOM LTD. EMPLOYEE SHARE PURCHASE PLAN

                           (Full title of the Plan(s))

                                ECI Telecom Inc.
                          1201 West Cypress Creek Road
                         Fort Lauderdale, Florida 33309
                     (Name and address of agent for service)
                                 (954) 772-3070
          (Telephone Number, including area code, of agent for service)

                                   ----------

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                             Proposed Maximum            Proposed Maximum
                                       Amount to be      Offering Price per Share    Aggregate Offering Price        Amount of
Title of Securities to be Registered  Registered (1)                (2)                         (2)               Registration Fee
------------------------------------ ------------------- ------------------------    --------------------------   ------------------
ECI Telecom Ltd. Employee Share
Incentive Plan 2002
----------------------------------
Ordinary Shares, nominal value NIS   3,000,000 shares             $7.925                    $23,775,000              $2,799.00
0.12 per share
------------------------------------ ------------------- -------------------------- ---------------------------- -------------------
(1)   This Registration Statement shall also cover any additional shares
      attributable to these registered shares which become issuable under the
      ECI Telecom Ltd. Employee Share Incentive Plan 2002 by reason of any share
      dividend, share split, recapitalization or other similar transaction
      effected without the Registrant's receipt of consideration which results
      in an increase in the number of the Registrant's outstanding shares.

(2)   Calculated solely for purposes of this offering under Rule 457(h) of the
      Securities Act of 1933, as amended, on the basis of the average of the
      high and low selling prices per share of the Registrant's Ordinary Shares
      on December 15, 2004, as reported by the Nasdaq National Market.
On March 7, 2003, ECI Telecom Ltd. (the "Registrant") filed
with the Securities and Exchange Commission (the "Commission") a Registration
Statement on Form S-8 (File No. 333-103669) relating to 13,025,000 ordinary
shares, nominal value NIS 0.12 per share (the "Ordinary Shares"), of the
Registrant to be offered and sold under the plan (the "Plan") set forth on the
cover page of this Registration Statement. The contents of such prior
Registration Statement are incorporated in this Registration Statement by
reference. This Registration Statement is being filed to register an additional
3,000,000 Ordinary Shares to be offered and sold under the Plan pursuant to an
amendment thereof.

                                     PART II

               Information Required in the Registration Statement

Item 8.  Exhibits

  Exhibit Number     Exhibit
--------------- ----------------------------------------------------------------
      5         Opinion and consent of Goldfarb, Levy, Eran & Co.

      23.1      Consent of Somekh Chaikin, a member of KPMG International,
                Independent Registered Public Accounting Firm.

      23.2      Consent of PricewaterhouseCoopers (San Jose, CA), Independent
                Registered Public Accounting Firm.

      23.3      Consent of Goldfarb, Levy, Eran & Co. is contained in Exhibit 5.

      99.1      ECI Telecom Ltd. Employee Share Incentive Plan 2002  (as amended
                and restated), including the ECI Telecom Ltd. 2002 Sub-Plan
                (United States)

                                      II-1
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Petah Tikva, State of Israel on this
16th day of December, 2004.

                                 ECI TELECOM LTD.

                                 By: /s/ Doron Inbar
                                     -------------------------------------
                                     Doron Inbar
                                     President and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

                  That the undersigned officers and directors of ECI Telecom
Ltd., an Israeli corporation, do hereby constitute and appoint Doron Inbar,
President and Chief Executive Officer, and Giora Bitan, Executive Vice President
and Chief Financial Officer, and each of them, the lawful attorneys-in-fact and
agents with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and any one of
them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

                  IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

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

                                      II-2
Signature                                        Title                                Date
------------------------------------      -------------------------------------------         -----------------
/s/ Doron Inbar                           President and Chief Executive Officer               December 16, 2004
------------------------------------      (Principal Executive Officer)
Doron Inbar

                                          Executive Vice President and Chief Financial        December 16, 2004
/s/ Giora Bitan                           Officer (Principal Financial and Accounting
------------------------------------      Officer)
Giora Bitan

/s/ Shlomo Dovrat                         Chairman of the Board of Directors                  December 16, 2004
------------------------------------
Shlomo Dovrat

/s/ Jonathan B. Kolber                    Director                                            December 16, 2004
------------------------------------
Jonathan B. Kolber

/s/ Danny Biran                           Director                                            December 16, 2004
------------------------------------
Danny Biran

/s/ Yocheved Dvir                         Director                                            December 16, 2004
------------------------------------
Yocheved Dvir

/s/ Colin R. Green                        Director                                            December 16, 2004
------------------------------------
Colin R. Green

/s/ Avner Naveh                           Director                                            December 16, 2004
------------------------------------
Avner Naveh

/s/ Meir Shannie                          Director                                            December 16, 2004
------------------------------------
Meir Shannie

/s/ Casimir Skrzypczak                    Director                                            December 16, 2004
------------------------------------
Casimir Skrzypczak

/s/ Gerd Tenzer                           Director                                            December 16, 2004
------------------------------------
Gerd Tenzer

Authorized Representative in the United States

ECI TELECOM INC.

By:   /s/ Paul Ellett                   Vice President and Director                         December 16, 2004
      -----------------------------
      Paul Ellett
II-3
EXHIBIT INDEX

  Exhibit Number     Exhibit
--------------- ----------------------------------------------------------------
      5         Opinion and consent of Goldfarb, Levy, Eran & Co.

      23.1      Consent of Somekh Chaikin, a member of KPMG International,
                Independent Registered Public Accounting Firm.

      23.2      Consent of PricewaterhouseCoopers (San Jose, CA), Independent
                Registered Public Accounting Firm.

      23.3      Consent of Goldfarb, Levy, Eran & Co. is contained in Exhibit 5.

      99.1      ECI Telecom Ltd. Employee Share Incentive Plan 2002  (as amended
                and restated), including the ECI Telecom Ltd. 2002 Sub-Plan
                (United States)