SECURITIES AND EXCHANGE COMMISSION

                        WASHINGTON, D.C.  20549

                   ..................................


                               FORM 8-K

                            CURRENT REPORT
                 PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934


                            October 29, 2007
            Date of report (Date of earliest event reported)


                   ..................................



                         EXCEL TECHNOLOGY, INC.
           (Exact Name of Registrant as Specified in Charter)


       Delaware                   0-19306               11-2780242
(State or Other Juris-       (Commission File No.)    (IRS Employer
diction of Incorporation)                           Identification No.)


                41 Research Way, East Setauket, NY 11733
      (Address of principal executive offices, including zip code)

                             (631) 784-6175
          (Registrant's telephone number, including area code)


                   ..................................


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))


ITEM 5.03.  AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS;
            CHANGE IN FISCAL YEAR

     The Board of Directors of the Company amended Article V, Sections 1,
2 and 3 of the Company's By-laws (the "By-laws"), effective as of October
29, 2007, to allow for the issuance of uncertificated shares.  By being
able to issue uncertificated shares, the Company may now participate in
the Direct Registration System, which is currently administered by The
Depository Trust Company. The Direct Registration System allows investors
to have securities registered in their names without the issuance of
physical certificates and allows investors to electronically transfer
securities to broker-dealers in order to effect transactions without the
risks and delays associated with transferring physical certificates.  The
amendment to the By-laws also provides that each registered stockholder
shall be entitled to a stock certificate upon written request to the
transfer agent or registrar of the Company.

     The full text of the By-laws, as amended, is filed as Exhibit 3.1 to
this Current Report, and amended Article V, Sections 1, 2 and 3 thereof
is incorporated herein by reference.

ITEM 9.01:  FINANCIAL STATEMENTS AND EXHIBITS.

       (d)  Exhibits

            See Exhibit Index attached hereto.

                               Signatures:
                               ...........

     Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.


Date:  October 29, 2007

                          EXCEL TECHNOLOGY, INC.



                        By:  /s/  Alice Varisano
                             ...................................
                             Alice Varisano
                             Chief Financial Officer



                             EXHIBIT INDEX


Exhibit No.                              Description
............                              ...........

   3.1                                   By-laws, as amended


                                                              EXHIBIT 3.1

                               BY - LAWS

                                  OF

                         EXCEL TECHNOLOGY, INC.

                       As Amended June 14 , 1996

                         and October 29, 2007

                               ARTICLE I

                                OFFICES


     SECTION 1. REGISTERED OFFICE, -- The registered office shall be
established and maintained at the office of United Corporate Services,
Inc., 15 East North Street, in the City of Dover, in the County of Kent,
in the State of Delaware, and United Corporate Services, Inc. shall be
the registered agent of this corporation in charge thereof.

     SECTION 2. OTHER OFFICES. -- The corporation may have other offices,
either within or without the State of Delaware, at such place or places
as the Board of Directors may from time to time appoint or the business
of the corporation may require.

                               ARTICLE II

                        MEETINGS OF STOCKHOLDERS

     SECTION 1. ANNUAL MEETINGS. -- Annual meetings of stockholders for
the election of directors and for such other business as may be stated in
the notice of the meeting, shall be held at such place, either within or
without the State of Delaware, and at such time and date as the Board of
Directors, by resolution, shall determine and as set forth in the notice
of the meeting. In the event the Board of Directors fails to so determine
the time, date and place of meeting, the annual meeting of stockholders
shall be held at the registered office of the corporation in Delaware on
the first Monday of June in each year.

     If the date of the annual meeting shall fall upon a legal holiday,
the meeting shall be held on the next succeeding business day. At each
annual meeting, the stockholders entitled to vote shall elect a Board of
Directors and they may transact such other corporate business as shall be
stated in the notice of the meeting.

     SECTION 2. OTHER MEETINGS. -- Meetings of stockholders for any
purpose other than the election of directors may be held at such time and
place, within or without the State of Delaware, as shall be stated in the
notice of the meeting.

     SECTION 3. VOTING. -- Each stockholder entitled to vote in
accordance with the terms of the Certificate of Incorporation and in
accordance with the provisions of these By-Laws shall be entitled to one
vote, in person or by proxy, for each share of stock entitled to vote
held by such stockholder, but no proxy shall be voted after three years
from its date unless such proxy provides for a longer period. Upon the
demand of any stockholder, the vote for directors and the vote upon any
question before the meeting, shall be by ballot. All elections for
directors shall be decided by plurality vote; all other questions shall
be decided by majority vote except as otherwise provided by the
Certificate of incorporation or the laws of the State of Delaware.

     A complete list of the stockholders entitled to vote at the ensuing
election, arranged in alphabetical order, with the address of each, and
the number of shares registered in the name of each stockholder, shall be
open to the examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours for a period of at least ten
days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where the meeting is
to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected
by any stockholder who is present.

     SECTION 4. QUORUM. -- Except as otherwise required by law, by the
Certificate of incorporation or by these By-Laws, the presence in person
or by proxy, of stockholders holding a majority of the stock of the
corporation entitled to vote shall constitute a quorum at all meetings of
the stockholders. In case a quorum shall not be present at any meeting, a
majority in interest of the stockholders entitled to vote thereat,
present in person or by proxy, shall have power to adjourn the meeting
from time to time, without notice other than announcement at the meeting,
until the requisite amount of stock entitled to vote shall be present. At
any such adjourned meeting at which the requisite amount of stock
entitled to vote shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
noticed; but only those stockholders entitled to vote at the meeting as
originally noticed shall be entitled to vote at any adjournment or
adjournments thereof.

     SECTION 5. SPECIAL MEETINGS. -- special meetings of the stockholders
for any purpose or purposes may be called at any time by the president or
Secretary, or by resolution of the directors. At any time, upon written
request of any person who has duly called a special meeting, it shall be
the duty of the secretary to fix the date of the meeting, to be held not
more than sixty days after receipt of the request and to give due notice
thereof. If the secretary shall neglect or refuse to fix the date of the
meeting and give notice thereof, the person or persons calling the
meeting may do so.

     SECTION 6. NOTICE OF MEETINGS. -- Written notice, stating the place,
date and time of the meeting, and the genera nature of the business to be
considered, shall be given to each stockholder entitled to vote thereat
at his address as it appears on the records of the corporation, not less
than ten nor more than sixty days before the date of the meeting. No
business other than that stated in the notice shall be transacted at any
meeting without the unanimous consent of all the stockholders entitled to
vote thereat.

     SECTION 7. ACTION WITHOUT MEETING. -- Unless otherwise provided by
the Certificate of Incorporation, any action required to be taken at any
annual or special meeting of stockholders, or any action which may be
taken at any annual or special meeting, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing setting
forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted, Prompt notice of
the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have
not consented in writing.

                              ARTICLE III

                               DIRECTORS

     SECTION 1. NUMBER AND TERM. -- The number of directors shall be five
(5). The directors shall be elected at the annual meeting of the
stockholders and each director shall be elected to serve for the term of
one year or until his or her successor shall be elected and shall qualify
or until his earlier resignation or removal. If there are less than three
stockholders then there shall be as many directors as there are
stockholders. Directors need not be stockholders or residents of this
state.

     SECTION 2. RESIGNATIONS. -- Any director, member of a committee or
other officer may resign at any time. Such resignation shall be made in
writing, and shall take effect at the time specified therein, and if no
time be specified at the time of its receipt by the president or
Secretary. The acceptance of a resignation shall not be necessary to make
it effective.

     SECTION 3. VACANCIES. -- If the office of any director, member of a
committee or other officer becomes vacant, by death, resignation, removal
or otherwise, the remaining directors in office, though less than a
quorum, by a majority vote, may appoint any qualified person to fill such
vacancy, who shall hold office for the unexpired term and until his
successor shall be duly chosen.

     SECTION 4. REMOVAL. -- Except as hereinafter provided, any director
or directors may be removed either for or without cause at any time by
the affirmative vote of the holders of a majority of all the shares of
stock outstanding and entitled to vote, at a special meeting of the
stockholders called for the purpose and the vacancies thus created may be
filled, at the meeting held for the purpose of removal, by the
affirmative vote of a majority in interest of the stockholders entitled
to vote.

     Unless the Certificate of Incorporation otherwise provides,
stockholders may effect removal of a director who is a member of a
classified Board of Directors only for cause. If the Certificate of
Incorporation provides for cumulative voting and if less than the entire
board is to be removed, no director may be removed without cause if the
votes cast against his removal would be sufficient to elect him if then
cumulatively voted at an election of the entire board of directors, or,
if there be classes of directors, at an election of the class of
directors of which he is a part.

     If the holders of any class or series are entitled to elect one or
more directors by the provisions of the Certificate of Incorporation,
these provisions shall apply, in respect to the removal without cause of
a director or directors so elected, to the vote of the holders of the
outstanding shares of that class or series and not to the vote of the
outstanding shares as a whole.


     SECTION 5. INCREASE OF NUMBER. -- The number of directors may be
increased by amendment of these By-Laws by the affirmative vote of a
majority of the directors, though less than a quorum, or, by the
affirmative vote of a majority in interest of the stockholders, at the
annual meeting or at a special meeting called for that purpose, and by
like vote the additional directors may be chosen at such meeting to hold
office until the next annual election and until their successors are
elected and qualify.

     SECTION 6. POWERS. -- The Board of Directors shall exercise all of
the powers of the corporation except such as are by law, or by the
Certificate of Incorporation of the corporation or by these By-Laws
conferred upon or reserved to the stockholders.

     SECTION 7. COMMITTEES. -- The Board of Directors may, by resolution
or resolutions passed by a majority of the whole Board, designate one or
more committees, each committee to consist of two or more of the
directors of the corporation. The Board may designate one or more
directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. In the
absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member.

     Any such committee, to the extent provided in the resolution of the
Board of Directors, or in these By-Laws, shall have and may exercise all
the powers and authority of the Board of Directors in the management of
the business and affairs of the corporation and may authorize the seal of
the corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority in reference to amending
the Certificate of Incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the corporation
or a revocation of a dissolution, or amending the By-Laws of the
corporation; and, unless the resolution, these By-Laws or the certificate
of Incorporation expressly so provide no such committee shall have the
power or authority to declare a dividend or to authorize the issuance of
stock.

     SECTION 8. MEETINGS. -- The newly elected directors may hold their
first meeting for the purpose of organization and the transaction of
business, if a quorum be presents immediately after the annual meeting of
the stockholders; or the time and place of such meeting may be fixed by
consent in writing of all the directors.

     Regular meetings of the directors may be held without notice at such
places and times as shall be determined from time to time by resolution
of the directors.

     Special meetings of the Board may be called by the president or by
the Secretary on the written request of a majority of the directors in
office on at least two days' notice to each director, either personally
or by mail or telegram, and shall be held at such place or places as may
be determined by the directors, or as shall be stated in the call of the
meeting.

     Unless otherwise restricted by the Certificate of Incorporation or
these By-Laws, members of the Board of Directors, or any committee
designated by the Board of Directors, may participate in a meeting of the
Board of Directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at the meeting.

     SECTION 9. QUORUM. -- A majority of the directors shall constitute a
quorum for the transaction of business. If at any meeting of the board
there shall be less than a quorum presents a majority of those present
may adjourn the meeting from time to time until a quorum is obtained, and
no further notice thereof need be given other than by announcement at the
meeting which shall be so adjourned.

     SECTION 10. COMPENSATION. -- Directors, as such, shall not receive
any stated salary for their services as directors or as members of
committees, but by resolution of the Board a fixed fee and expenses of
attendance, if any, may be allowed for attendance at each meeting.
Nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity as an officer, agent or
otherwise, and receiving compensation therefor.

     SECTION 11. ACTION WITHOUT MEETING. -- Any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting, if prior to such
action a written consent thereto is signed by all members of the Board,
or of such committee as the case may be, and such written consent is
filed with the minutes of proceedings of the board or committee.

                              ARTICLE IV

                               OFFICERS

     SECTION 1. OFFICERS. -- The executive officers of the corporation
shall be a President, a Treasurer, and a Secretary, all of whom shall be
elected by the Board of Directors and who shall hold office until their
successors are elected and qualified. In addition, the Board of Directors
may also elect a Chairman, one or more Vice-Presidents and such Assistant
Secretaries and Assistant Treasurers as they may deem proper. None of the
officers of the Corporation need be directors. The officers shall be
elected at the first meeting of the Board of Directors after each annual
meeting. More than two offices may be held by the same person.

     SECTION 2. OTHER OFFICERS AND AGENTS. -- The Board of Directors may
appoint such other officers and agents as it may deem advisable, who
shall hold their offices for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the
Board of Directors.

     SECTION 3. CHAIRMAN. -- The Chairman of the Board of Directors, if
one be elected, shall preside at all meetings of the Board of Directors
and he shall have and perform such other duties as from time to time may
be assigned to him by the Board of Directors.

     SECTION 4. CHIEF EXECUTIVE OFFICER. -- The Chief Executive Officer,
if one be elected, shall be the chief executive officer of the
corporation, with such general powers and duties of supervision and
management usually vested in a chief executive officer. He shall preside
at all meetings of the stockholders if present thereat, and in the
absence or non-election of the Chairman of the Board of Directors, at all
meetings of the Board of Directors, and shall have general supervision,
direction and control of the business of the Corporation.

     SECTION 5. PRESIDENT. -- The President shall have the general powers
and duties of supervision and management usually vested in the office of
President of a corporation. In the event no Chief Executive Officer be
elected, the President shall be the Chief Executive Officer of the
Corporation. Except as the Board of Directors shall authorize the
execution thereof in some other manner, he shall execute bonds, mortgages
and other contracts on behalf of the corporation, and shall cause the
seal to be affixed to any instrument requiring it and when so affixed the
seal shall be attested by the signature of the Secretary or the Treasurer
or an Assistant Secretary or an Assistant Treasurer.

     SECTION 6. VICE-PRESIDENT. -- Each Vice-President shall have such
powers and shall perform such duties as shall be assigned to him by the
directors.

     SECTION 7. TREASURER. -- The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the corporation. He
shall deposit all moneys and other valuables in the name and to the
credit of the corporation in such depositaries as may be designated by
the Board of Directors.

     The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board of Directors, or the President, taking proper
vouchers for such disbursements. He shall render to the President and
Board of Directors at the regular meetings of the Board of Directors, or
whenever they may request is, an account of all his transactions as
Treasurer and of the financial condition of the corporation. If required
by the Board of Directors, he shall give the corporation a bond for the
faithful discharge of his duties in such amount and with such surety as
the board shall prescribe.

     SECTION 8. SECRETARY. -- The Secretary shall give, or cause to be
given, notice of all meetings of stockholders and directors, and all
other notices required by law or by these By-Laws, and in case of his
absence or refusal or neglect so to do, any such notice may be given by
any person thereunto directed by the President, or by the directors, or
stockholders, upon whose requisition the meeting is called as provided in
these By-Laws. He shall record all the proceedings of the meetings of the
stockholders and of the directors in a book to be kept for that purpose,
and shall perform such other duties as may be assigned to him by the
directors or the President. He shall have custody of the seal of the
corporation and shall affix the same to all instruments requiring it,
when authorized by the directors or the President, and attest the same.

     SECTION 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. --
Assistant Treasurers and Assistant Secretaries, if any, shall be elected
and shall have such powers and shall perform such duties as shall be
assigned to them, respectively, by the directors.

                               ARTICLE V

                             MISCELLANEOUS

     SECTION 1. CERTIFICATES OF STOCK --  Shares of the capital stock of
the Corporation may be certificated or uncertificated, as provided under
the General Corporation Law of the State of Delaware. Each stockholder,
upon written request to the transfer agent or registrar of the
Corporation, shall be entitled to a certificate of the capital stock of
the Corporation in such form as may from time to time be prescribed by
the Board of Directors.  Such certificate shall bear the Corporation seal
and shall be signed by the Chairman of the Board or the President or a
Vice President and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary. The Corporation seal and the
signatures by corporation officers may be facsimiles if the certificate
is manually countersigned by an authorized person on behalf of a transfer
agent or registrar other than the Corporation or its employee.  In case
any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed on such certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the corporation with the same effect as if
such officer, transfer agent or registrar were such officer, transfer
agent or registrar at the time of its issue. Every certificate for shares
of stock which are subject to any restriction on transfer and every
certificate issued when the Corporation is authorized to issue more than
one class or series of stock shall contain such legend with respect
thereto as is required by law.  The Corporation shall be permitted to
issue fractional shares.

     SECTION 2. LOST CERTIFICATES. -- A new certificate of stock may be
issued in the place of any certificate theretofore issued by the
corporation alleged to have been lost or destroyed, and the directors
may, in their discretion, require the owner of the lost or destroyed
certificate, or his legal representatives, give the corporation a bond,
in such sum as they may direct, not exceeding double the value of the
stock, to indemnify the corporation against any claim that may be made
against it on account of the alleged loss, theft or destruction of any
such certificate, or the issuance of any such new certificate; provided,
however, that if such shares have ceased to be certificated, a new
certificate shall be issued only upon written request to the transfer
agent or registrar of the Corporation.

     SECTION 3. TRANSFER OF SHARES. - Subject to any restrictions on
transfer and unless otherwise provided by the Board of Directors, shares
of stock may be transferred only on the books of the Corporation, if such
shares are certificated, by the surrender to the Corporation or its
transfer agent of the certificate therefor properly endorsed or
accompanied by a written assignment or power of attorney properly
executed, with transfer stamps (if necessary) affixed, or upon proper
instructions from the holder of uncertificated shares, in each case with
such proof of the authenticity of signature as the Corporation or its
transfer agent may reasonably require.

     SECTION 4. STOCKHOLDERS RECORD DATE. -- In order that the
corporation may determine the stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of
any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record
date, which shall not be more than sixty nor less than ten days before
the date of such meeting, nor more than sixty days prior to any other
action. A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any adjournment of
the meeting; provided however, that the Board of Directors may fix a new
record date for the adjourned meeting.

     SECTION 5. DIVIDENDS. -- Subject to the provisions of the
Certificate of Incorporation, the Board of Directors may, out of funds
legally available therefore at any regular or special meeting, declare
dividends upon the capital stock of the corporation as and when they deem
expedient. Before declaring any dividend there may be set apart out of
any funds of the corporation available for dividends, such sum or sums as
the directors from time to time in their discretion deem proper for
working capital or as a reserve fund to meet contingencies or for
equalizing dividends or for such other purposes as the directors shall
deem conducive to the interests of the corporation and the directors may
abolish any such reserve in the manner in which it was created.

     SECTION 6. SEAL. -- The corporation seal shall be circular in form
and shall contain the name of the corporation, the year of its creation
and the words "CORPORATE SEAL DELAWARE." Said seal may be used by causing
it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.

     SECTION 7. FISCAL YEAR. -_ The fiscal year of the corporation shall
be determined by resolution of the Board of Directors.

     SECTION 8. CHECKS. -- All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtness issued in the
name of the corporation shall be signed by such officer or officers,
agent or agents of the corporation, and in such manner as shall be
determined from time to time by the Board of Directors.

     SECTION 9. NOTICE AND WAIVER OF NOTICE. -- Whenever any notice is
required by these By-Laws to be given, personal notice is not meant
unless expressly so stated, and any notice so required shall be deemed to
be sufficient if given by depositing the same in the United States mail,
postage prepaid, addressed to the person entitled thereto at his address
as it appears on the records of the corporation, and such notice shall be
deemed to have been given on the day of such mailing. Stockholders not
entitled to vote shall not be entitled to receive notice of any meetings
except as otherwise provided by statute.

     Whenever any notice whatever is required to be given under the
provisions of any law, or under the provisions of the Certificate of
Incorporation of the corporation or these By-Laws, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent
thereto.

                               ARTICLE VI

                               AMENDMENTS

     These By-Laws may be altered or repealed and By-Laws may be made at
any annual meeting of the stockholders or at any special meeting thereof
if notice of the proposed alteration or repeal or By-Law or By-Laws to be
made be contained in the notice of such special meeting, by the
affirmative vote of a majority of the stock issued and outstanding and
entitled to vote thereat, or by the affirmative vote of a majority of the
Board of Directors, at any regular meeting of the Board of Directors, or
at any special meeting of the Board of Directors, if notice of the
proposed alteration or repeal, or By-Law or By-Laws to be made, be
contained in the notice of such special meeting.







16
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SECURITIES AND EXCHANGE COMMISSION

                        WASHINGTON, D.C.  20549

                   ..................................

                               FORM 8-K

                            CURRENT REPORT
                 PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934

                            October 29, 2007
            Date of report (Date of earliest event reported)

                   ..................................

                         EXCEL TECHNOLOGY, INC.
           (Exact Name of Registrant as Specified in Charter)

       Delaware                   0-19306               11-2780242
(State or Other Juris-       (Commission File No.)    (IRS Employer
diction of Incorporation)                           Identification No.)

                41 Research Way, East Setauket, NY 11733
      (Address of principal executive offices, including zip code)

                             (631) 784-6175
          (Registrant's telephone number, including area code)

                   ..................................

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.03.  AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS;
            CHANGE IN FISCAL YEAR

     The Board of Directors of the Company amended Article V, Sections 1,
2 and 3 of the Company's By-laws (the "By-laws"), effective as of October
29, 2007, to allow for the issuance of uncertificated shares.  By being
able to issue uncertificated shares, the Company may now participate in
the Direct Registration System, which is currently administered by The
Depository Trust Company. The Direct Registration System allows investors
to have securities registered in their names without the issuance of
physical certificates and allows investors to electronically transfer
securities to broker-dealers in order to effect transactions without the
risks and delays associated with transferring physical certificates.  The
amendment to the By-laws also provides that each registered stockholder
shall be entitled to a stock certificate upon written request to the
transfer agent or registrar of the Company.

     The full text of the By-laws, as amended, is filed as Exhibit 3.1 to
this Current Report, and amended Article V, Sections 1, 2 and 3 thereof
is incorporated herein by reference.

ITEM 9.01:  FINANCIAL STATEMENTS AND EXHIBITS.

       (d)  Exhibits

            See Exhibit Index attached hereto.

                               Signatures:
                               ...........

     Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

Date:  October 29, 2007

                          EXCEL TECHNOLOGY, INC.

                        By:  /s/  Alice Varisano
                             ...................................
                             Alice Varisano
                             Chief Financial Officer

                             EXHIBIT INDEX

Exhibit No.                              Description
............                              ...........

   3.1                                   By-laws, as amended

                                                              EXHIBIT 3.1

                               BY - LAWS

                                  OF

                         EXCEL TECHNOLOGY, INC.

                       As Amended June 14 , 1996

                         and October 29, 2007

                               ARTICLE I

                                OFFICES

     SECTION 1. REGISTERED OFFICE, -- The registered office shall be
established and maintained at the office of United Corporate Services,
Inc., 15 East North Street, in the City of Dover, in the County of Kent,
in the State of Delaware, and United Corporate Services, Inc. shall be
the registered agent of this corporation in charge thereof.

     SECTION 2. OTHER OFFICES. -- The corporation may have other offices,
either within or without the State of Delaware, at such place or places
as the Board of Directors may from time to time appoint or the business
of the corporation may require.

                               ARTICLE II

                        MEETINGS OF STOCKHOLDERS

     SECTION 1. ANNUAL MEETINGS. -- Annual meetings of stockholders for
the election of directors and for such other business as may be stated in
the notice of the meeting, shall be held at such place, either within or
without the State of Delaware, and at such time and date as the Board of
Directors, by resolution, shall determine and as set forth in the notice
of the meeting. In the event the Board of Directors fails to so determine
the time, date and place of meeting, the annual meeting of stockholders
shall be held at the registered office of the corporation in Delaware on
the first Monday of June in each year.

     If the date of the annual meeting shall fall upon a legal holiday,
the meeting shall be held on the next succeeding business day. At each
annual meeting, the stockholders entitled to vote shall elect a Board of
Directors and they may transact such other corporate business as shall be
stated in the notice of the meeting.

     SECTION 2. OTHER MEETINGS. -- Meetings of stockholders for any
purpose other than the election of directors may be held at such time and
place, within or without the State of Delaware, as shall be stated in the
notice of the meeting.

     SECTION 3. VOTING. -- Each stockholder entitled to vote in
accordance with the terms of the Certificate of Incorporation and in
accordance with the provisions of these By-Laws shall be entitled to one
vote, in person or by proxy, for each share of stock entitled to vote
held by such stockholder, but no proxy shall be voted after three years
from its date unless such proxy provides for a longer period. Upon the
demand of any stockholder, the vote for directors and the vote upon any
question before the meeting, shall be by ballot. All elections for
directors shall be decided by plurality vote; all other questions shall
be decided by majority vote except as otherwise provided by the
Certificate of incorporation or the laws of the State of Delaware.

     A complete list of the stockholders entitled to vote at the ensuing
election, arranged in alphabetical order, with the address of each, and
the number of shares registered in the name of each stockholder, shall be
open to the examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours for a period of at least ten
days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where the meeting is
to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected
by any stockholder who is present.

     SECTION 4. QUORUM. -- Except as otherwise required by law, by the
Certificate of incorporation or by these By-Laws, the presence in person
or by proxy, of stockholders holding a majority of the stock of the
corporation entitled to vote shall constitute a quorum at all meetings of
the stockholders. In case a quorum shall not be present at any meeting, a
majority in interest of the stockholders entitled to vote thereat,
present in person or by proxy, shall have power to adjourn the meeting
from time to time, without notice other than announcement at the meeting,
until the requisite amount of stock entitled to vote shall be present. At
any such adjourned meeting at which the requisite amount of stock
entitled to vote shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
noticed; but only those stockholders entitled to vote at the meeting as
originally noticed shall be entitled to vote at any adjournment or
adjournments thereof.

     SECTION 5. SPECIAL MEETINGS. -- special meetings of the stockholders
for any purpose or purposes may be called at any time by the president or
Secretary, or by resolution of the directors. At any time, upon written
request of any person who has duly called a special meeting, it shall be
the duty of the secretary to fix the date of the meeting, to be held not
more than sixty days after receipt of the request and to give due notice
thereof. If the secretary shall neglect or refuse to fix the date of the
meeting and give notice thereof, the person or persons calling the
meeting may do so.

     SECTION 6. NOTICE OF MEETINGS. -- Written notice, stating the place,
date and time of the meeting, and the genera nature of the business to be
considered, shall be given to each stockholder entitled to vote thereat
at his address as it appears on the records of the corporation, not less
than ten nor more than sixty days before the date of the meeting. No
business other than that stated in the notice shall be transacted at any
meeting without the unanimous consent of all the stockholders entitled to
vote thereat.

     SECTION 7. ACTION WITHOUT MEETING. -- Unless otherwise provided by
the Certificate of Incorporation, any action required to be taken at any
annual or special meeting of stockholders, or any action which may be
taken at any annual or special meeting, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing setting
forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted, Prompt notice of
the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have
not consented in writing.

                              ARTICLE III

                               DIRECTORS

     SECTION 1. NUMBER AND TERM. -- The number of directors shall be five
(5). The directors shall be elected at the annual meeting of the
stockholders and each director shall be elected to serve for the term of
one year or until his or her successor shall be elected and shall qualify
or until his earlier resignation or removal. If there are less than three
stockholders then there shall be as many directors as there are
stockholders. Directors need not be stockholders or residents of this
state.

     SECTION 2. RESIGNATIONS. -- Any director, member of a committee or
other officer may resign at any time. Such resignation shall be made in
writing, and shall take effect at the time specified therein, and if no
time be specified at the time of its receipt by the president or
Secretary. The acceptance of a resignation shall not be necessary to make
it effective.

     SECTION 3. VACANCIES. -- If the office of any director, member of a
committee or other officer becomes vacant, by death, resignation, removal
or otherwise, the remaining directors in office, though less than a
quorum, by a majority vote, may appoint any qualified person to fill such
vacancy, who shall hold office for the unexpired term and until his
successor shall be duly chosen.

     SECTION 4. REMOVAL. -- Except as hereinafter provided, any director
or directors may be removed either for or without cause at any time by
the affirmative vote of the holders of a majority of all the shares of
stock outstanding and entitled to vote, at a special meeting of the
stockholders called for the purpose and the vacancies thus created may be
filled, at the meeting held for the purpose of removal, by the
affirmative vote of a majority in interest of the stockholders entitled
to vote.

     Unless the Certificate of Incorporation otherwise provides,
stockholders may effect removal of a director who is a member of a
classified Board of Directors only for cause. If the Certificate of
Incorporation provides for cumulative voting and if less than the entire
board is to be removed, no director may be removed without cause if the
votes cast against his removal would be sufficient to elect him if then
cumulatively voted at an election of the entire board of directors, or,
if there be classes of directors, at an election of the class of
directors of which he is a part.

     If the holders of any class or series are entitled to elect one or
more directors by the provisions of the Certificate of Incorporation,
these provisions shall apply, in respect to the removal without cause of
a director or directors so elected, to the vote of the holders of the
outstanding shares of that class or series and not to the vote of the
outstanding shares as a whole.

     SECTION 5. INCREASE OF NUMBER. -- The number of directors may be
increased by amendment of these By-Laws by the affirmative vote of a
majority of the directors, though less than a quorum, or, by the
affirmative vote of a majority in interest of the stockholders, at the
annual meeting or at a special meeting called for that purpose, and by
like vote the additional directors may be chosen at such meeting to hold
office until the next annual election and until their successors are
elected and qualify.

     SECTION 6. POWERS. -- The Board of Directors shall exercise all of
the powers of the corporation except such as are by law, or by the
Certificate of Incorporation of the corporation or by these By-Laws
conferred upon or reserved to the stockholders.

     SECTION 7. COMMITTEES. -- The Board of Directors may, by resolution
or resolutions passed by a majority of the whole Board, designate one or
more committees, each committee to consist of two or more of the
directors of the corporation. The Board may designate one or more
directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. In the
absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member.

     Any such committee, to the extent provided in the resolution of the
Board of Directors, or in these By-Laws, shall have and may exercise all
the powers and authority of the Board of Directors in the management of
the business and affairs of the corporation and may authorize the seal of
the corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority in reference to amending
the Certificate of Incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the corporation
or a revocation of a dissolution, or amending the By-Laws of the
corporation; and, unless the resolution, these By-Laws or the certificate
of Incorporation expressly so provide no such committee shall have the
power or authority to declare a dividend or to authorize the issuance of
stock.

     SECTION 8. MEETINGS. -- The newly elected directors may hold their
first meeting for the purpose of organization and the transaction of
business, if a quorum be presents immediately after the annual meeting of
the stockholders; or the time and place of such meeting may be fixed by
consent in writing of all the directors.

     Regular meetings of the directors may be held without notice at such
places and times as shall be determined from time to time by resolution
of the directors.

     Special meetings of the Board may be called by the president or by
the Secretary on the written request of a majority of the directors in
office on at least two days' notice to each director, either personally
or by mail or telegram, and shall be held at such place or places as may
be determined by the directors, or as shall be stated in the call of the
meeting.

     Unless otherwise restricted by the Certificate of Incorporation or
these By-Laws, members of the Board of Directors, or any committee
designated by the Board of Directors, may participate in a meeting of the
Board of Directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at the meeting.

     SECTION 9. QUORUM. -- A majority of the directors shall constitute a
quorum for the transaction of business. If at any meeting of the board
there shall be less than a quorum presents a majority of those present
may adjourn the meeting from time to time until a quorum is obtained, and
no further notice thereof need be given other than by announcement at the
meeting which shall be so adjourned.

     SECTION 10. COMPENSATION. -- Directors, as such, shall not receive
any stated salary for their services as directors or as members of
committees, but by resolution of the Board a fixed fee and expenses of
attendance, if any, may be allowed for attendance at each meeting.
Nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity as an officer, agent or
otherwise, and receiving compensation therefor.

     SECTION 11. ACTION WITHOUT MEETING. -- Any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting, if prior to such
action a written consent thereto is signed by all members of the Board,
or of such committee as the case may be, and such written consent is
filed with the minutes of proceedings of the board or committee.

                              ARTICLE IV

                               OFFICERS

     SECTION 1. OFFICERS. -- The executive officers of the corporation
shall be a President, a Treasurer, and a Secretary, all of whom shall be
elected by the Board of Directors and who shall hold office until their
successors are elected and qualified. In addition, the Board of Directors
may also elect a Chairman, one or more Vice-Presidents and such Assistant
Secretaries and Assistant Treasurers as they may deem proper. None of the
officers of the Corporation need be directors. The officers shall be
elected at the first meeting of the Board of Directors after each annual
meeting. More than two offices may be held by the same person.

     SECTION 2. OTHER OFFICERS AND AGENTS. -- The Board of Directors may
appoint such other officers and agents as it may deem advisable, who
shall hold their offices for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the
Board of Directors.

     SECTION 3. CHAIRMAN. -- The Chairman of the Board of Directors, if
one be elected, shall preside at all meetings of the Board of Directors
and he shall have and perform such other duties as from time to time may
be assigned to him by the Board of Directors.

     SECTION 4. CHIEF EXECUTIVE OFFICER. -- The Chief Executive Officer,
if one be elected, shall be the chief executive officer of the
corporation, with such general powers and duties of supervision and
management usually vested in a chief executive officer. He shall preside
at all meetings of the stockholders if present thereat, and in the
absence or non-election of the Chairman of the Board of Directors, at all
meetings of the Board of Directors, and shall have general supervision,
direction and control of the business of the Corporation.

     SECTION 5. PRESIDENT. -- The President shall have the general powers
and duties of supervision and management usually vested in the office of
President of a corporation. In the event no Chief Executive Officer be
elected, the President shall be the Chief Executive Officer of the
Corporation. Except as the Board of Directors shall authorize the
execution thereof in some other manner, he shall execute bonds, mortgages
and other contracts on behalf of the corporation, and shall cause the
seal to be affixed to any instrument requiring it and when so affixed the
seal shall be attested by the signature of the Secretary or the Treasurer
or an Assistant Secretary or an Assistant Treasurer.

     SECTION 6. VICE-PRESIDENT. -- Each Vice-President shall have such
powers and shall perform such duties as shall be assigned to him by the
directors.

     SECTION 7. TREASURER. -- The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the corporation. He
shall deposit all moneys and other valuables in the name and to the
credit of the corporation in such depositaries as may be designated by
the Board of Directors.

     The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board of Directors, or the President, taking proper
vouchers for such disbursements. He shall render to the President and
Board of Directors at the regular meetings of the Board of Directors, or
whenever they may request is, an account of all his transactions as
Treasurer and of the financial condition of the corporation. If required
by the Board of Directors, he shall give the corporation a bond for the
faithful discharge of his duties in such amount and with such surety as
the board shall prescribe.

     SECTION 8. SECRETARY. -- The Secretary shall give, or cause to be
given, notice of all meetings of stockholders and directors, and all
other notices required by law or by these By-Laws, and in case of his
absence or refusal or neglect so to do, any such notice may be given by
any person thereunto directed by the President, or by the directors, or
stockholders, upon whose requisition the meeting is called as provided in
these By-Laws. He shall record all the proceedings of the meetings of the
stockholders and of the directors in a book to be kept for that purpose,
and shall perform such other duties as may be assigned to him by the
directors or the President. He shall have custody of the seal of the
corporation and shall affix the same to all instruments requiring it,
when authorized by the directors or the President, and attest the same.

     SECTION 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. --
Assistant Treasurers and Assistant Secretaries, if any, shall be elected
and shall have such powers and shall perform such duties as shall be
assigned to them, respectively, by the directors.

                               ARTICLE V

                             MISCELLANEOUS

     SECTION 1. CERTIFICATES OF STOCK --  Shares of the capital stock of
the Corporation may be certificated or uncertificated, as provided under
the General Corporation Law of the State of Delaware. Each stockholder,
upon written request to the transfer agent or registrar of the
Corporation, shall be entitled to a certificate of the capital stock of
the Corporation in such form as may from time to time be prescribed by
the Board of Directors.  Such certificate shall bear the Corporation seal
and shall be signed by the Chairman of the Board or the President or a
Vice President and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary. The Corporation seal and the
signatures by corporation officers may be facsimiles if the certificate
is manually countersigned by an authorized person on behalf of a transfer
agent or registrar other than the Corporation or its employee.  In case
any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed on such certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the corporation with the same effect as if
such officer, transfer agent or registrar were such officer, transfer
agent or registrar at the time of its issue. Every certificate for shares
of stock which are subject to any restriction on transfer and every
certificate issued when the Corporation is authorized to issue more than
one class or series of stock shall contain such legend with respect
thereto as is required by law.  The Corporation shall be permitted to
issue fractional shares.

     SECTION 2. LOST CERTIFICATES. -- A new certificate of stock may be
issued in the place of any certificate theretofore issued by the
corporation alleged to have been lost or destroyed, and the directors
may, in their discretion, require the owner of the lost or destroyed
certificate, or his legal representatives, give the corporation a bond,
in such sum as they may direct, not exceeding double the value of the
stock, to indemnify the corporation against any claim that may be made
against it on account of the alleged loss, theft or destruction of any
such certificate, or the issuance of any such new certificate; provided,
however, that if such shares have ceased to be certificated, a new
certificate shall be issued only upon written request to the transfer
agent or registrar of the Corporation.

     SECTION 3. TRANSFER OF SHARES. - Subject to any restrictions on
transfer and unless otherwise provided by the Board of Directors, shares
of stock may be transferred only on the books of the Corporation, if such
shares are certificated, by the surrender to the Corporation or its
transfer agent of the certificate therefor properly endorsed or
accompanied by a written assignment or power of attorney properly
executed, with transfer stamps (if necessary) affixed, or upon proper
instructions from the holder of uncertificated shares, in each case with
such proof of the authenticity of signature as the Corporation or its
transfer agent may reasonably require.

     SECTION 4. STOCKHOLDERS RECORD DATE. -- In order that the
corporation may determine the stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of
any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record
date, which shall not be more than sixty nor less than ten days before
the date of such meeting, nor more than sixty days prior to any other
action. A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any adjournment of
the meeting; provided however, that the Board of Directors may fix a new
record date for the adjourned meeting.

     SECTION 5. DIVIDENDS. -- Subject to the provisions of the
Certificate of Incorporation, the Board of Directors may, out of funds
legally available therefore at any regular or special meeting, declare
dividends upon the capital stock of the corporation as and when they deem
expedient. Before declaring any dividend there may be set apart out of
any funds of the corporation available for dividends, such sum or sums as
the directors from time to time in their discretion deem proper for
working capital or as a reserve fund to meet contingencies or for
equalizing dividends or for such other purposes as the directors shall
deem conducive to the interests of the corporation and the directors may
abolish any such reserve in the manner in which it was created.

     SECTION 6. SEAL. -- The corporation seal shall be circular in form
and shall contain the name of the corporation, the year of its creation
and the words "CORPORATE SEAL DELAWARE." Said seal may be used by causing
it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.

     SECTION 7. FISCAL YEAR. -_ The fiscal year of the corporation shall
be determined by resolution of the Board of Directors.

     SECTION 8. CHECKS. -- All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtness issued in the
name of the corporation shall be signed by such officer or officers,
agent or agents of the corporation, and in such manner as shall be
determined from time to time by the Board of Directors.

     SECTION 9. NOTICE AND WAIVER OF NOTICE. -- Whenever any notice is
required by these By-Laws to be given, personal notice is not meant
unless expressly so stated, and any notice so required shall be deemed to
be sufficient if given by depositing the same in the United States mail,
postage prepaid, addressed to the person entitled thereto at his address
as it appears on the records of the corporation, and such notice shall be
deemed to have been given on the day of such mailing. Stockholders not
entitled to vote shall not be entitled to receive notice of any meetings
except as otherwise provided by statute.

     Whenever any notice whatever is required to be given under the
provisions of any law, or under the provisions of the Certificate of
Incorporation of the corporation or these By-Laws, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent
thereto.

                               ARTICLE VI

                               AMENDMENTS

     These By-Laws may be altered or repealed and By-Laws may be made at
any annual meeting of the stockholders or at any special meeting thereof
if notice of the proposed alteration or repeal or By-Law or By-Laws to be
made be contained in the notice of such special meeting, by the
affirmative vote of a majority of the stock issued and outstanding and
entitled to vote thereat, or by the affirmative vote of a majority of the
Board of Directors, at any regular meeting of the Board of Directors, or
at any special meeting of the Board of Directors, if notice of the
proposed alteration or repeal, or By-Law or By-Laws to be made, be
contained in the notice of such special meeting.

16