As filed with the Securities and Exchange Commission on March 7, 2003

                                                      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 INCENTIVE PLAN 2002
                      SERVICE AGREEMENT WITH COLIN R. GREEN

                           (Full title of the Plan(s))
                              ---------------------

                                   Paul Ellett
                                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)
                              ---------------------

<TABLE>
<CAPTION>

                                             CALCULATION OF REGISTRATION FEE

===================================================================================================================================
                                         Amount to be         Proposed Maximum             Proposed Maximum           Amount of
Title of Securities to be Registered    Registered (1)   Offering Price per Share(2)   Aggregate Offering Price(2) Registration Fee
------------------------------------    ---------------  ---------------------------  ---------------------------  ----------------

<S>                                     <C>                         <C>                     <C>                      <C>
ECI Telecom Ltd. Employee Share
Incentive Plan 2002
------------------------------------     13,025,000 shares          $1.89                    $24,617,250              $2,000.00
Ordinary Shares, nominal value NIS
0.12 per share
-----------------------------------------------------------------------------------------------------------------------------------

Service Agreement with Colin R. Green    10,000 shares              $1.89                      $18,900                  $2.00
------------------------------------
Ordinary Shares, nominal value NIS
0.12 per share
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                      Aggregate Registration Fee:     $2,002.00
===================================================================================================================================
</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, including the 2002 Sub-Plan
    (United States) thereunder, and the Service Agreement with Colin R. Green 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
    March 3, 2003, as reported by the Nasdaq National Market.

<PAGE>

                                     PART II

               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

            ECI Telecom Ltd. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "Commission"):

     (a)    The Registrant's Annual Report on Form 20-F for the fiscal year
            ended December 31, 2001, filed with the Commission on June 28, 2002.

     (b)    That portion of the Registrant's Registration Statement No.
            033-43731 on Form F-1 filed with the Commission on November 1, 1991,
            which describes the terms, rights, and provisions applicable to the
            Registrant's outstanding Shares.

            All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which de-registers all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities

            Not applicable.

Item 5.  Interests of Named Experts and Counsel

            Not applicable.

Item 6.  Indemnification of Directors and Officers

      (a) Subject to the provisions of the Israel Companies Law, 5759-1999 (the
"Companies Law"), the Registrant may enter into a contract for the insurance of
all or part of the liability of an Office Holder with respect to an obligation
imposed on such Office Holder due to an act performed by him in his capacity as
an Office Holder of the Registrant arising from any of the following:

             (i) a breach of his duty of care to the Registrant or to another
person;

             (ii) a breach of his duty of loyalty to the Registrant, provided
that the Office Holder acted in good faith and had reasonable cause to assume
that such act would not prejudice the interests of the Registrant;

             (iii) a financial obligation imposed on such Office Holder in favor
of another person;

      (b) Subject to the provisions of the Companies Law, the Registrant may
undertake to indemnify an Office Holder in respect of an obligation or expense
specified below that may be imposed on such Office Holder due to an act
performed by him in his capacity as an Office Holder) as follows:

                                      II-1

<PAGE>

             (i) a financial obligation imposed on an Office Holder in favor of
another person by a court judgment, including a compromise judgment or an
arbitrator's award which has been confirmed by a court;

             (ii) reasonable litigation costs, including lawyers' fees, expended
by an Office Holder or which were imposed on an Office Holder by a court in
proceedings instituted against him by the Registrant or in its name or by any
other person or in a criminal charge on which he was acquitted or in a criminal
charge on which he was convicted for a criminal offense that does not require
proof of criminal intent.

            The Registrant may undertake to indemnify an Office Holder as
aforesaid (x) prospectively, provided that the undertaking is limited to
categories of events which in the opinion of the Board can be foreseen when the
undertaking to indemnify is given, and to an amount set by the Board as
reasonable under the circumstances and (y) retroactively.

       (c) the Registrant may, in advance, exculpate an Office Holder from all
or some of his responsibility for damage resulting from the Office Holder's
breach of his duty of care to the Registrant.

       (d) The foregoing provisions of this Article are not intended, and shall
not be interpreted, to restrict the Registrant in any manner in respect of (i)
the procurement of insurance, the indemnification or the release in connection
with any person who is not an Office Holder, including, without limitation, any
employee, agent, consultant or contractor of the Registrant who is not an Office
Holder, and/or (ii) the procurement of insurance or the indemnification in
connection with any Office Holder to the extent that such insurance and/or
indemnification is not specifically prohibited under law; provided that the
procurement of any such insurance and/or the provision of any such
indemnification shall be approved by the Board and, where required, by the Audit
Committee.

Item 7.  Exemption from Registration Claimed

            Not applicable.

Item 8.  Exhibits

  Exhibit Number    Exhibit
  --------------    -------

        4.1     Instruments Defining the Rights of Stockholders. Reference is
                made to the portion of the Registrant's Registration Statement
                No. 033-43731 on Form F-1, which are incorporated herein by
                reference pursuant to Item 3(c) to this Registration Statement.

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

        23.1    Consent of Somekh Chaikin, Independent Accountants.

        23.2    Consent of PricewaterhouseCoopers, Independent
                Accountants.

        23.3    Consent of KPMG Deutsche Treuhand-Gesellschaft,
                Independent Accountants.

        23.4    Consent of Blick Rothenberg, Independent Accountants.

        23.5    Consent of PricewaterhouseCoopers, Independent Accountants.

        23.6    Consent of Yoav Mark Lewis, Independent Accountants.

        23.7    Consent of Hoberman, Miller, Goldstein & Lesser,
                P.C., Independent Accountants.

        23.8    Consent of Leo Jegard et Associes, Independent
                Accountants.

        23.9    Consent of KPMG Auditores Independentes, Independent
                Accountants.

        23.10   Consent of Denetim Serbest Mali Musavirlik A.S., Independent
                Accountants.

        23.11   Consents of Goldstein Lewin & Co., Independent
                Accountants.

        23.12   Consents of Mazars Paardekooper Hoffman, Independent
                Accountants.

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

        24.1    Power of Attorney. Reference is made to page II-4 of this
                Registration Statement.

        99.1    ECI Telecom Ltd. Employee Share Incentive Plan 2002, including
                2002 Sub-Plan (United States).

        99.2    Service Agreement, dated April 1, 2002, by and between the
                Registrant and Colin R. Green.

                                      II-2

<PAGE>

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 of 1933, as amended (the "1933 Act"),
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this 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 this Registration Statement
and (iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that clauses (1)(i) and (1)(ii) shall not apply if the information
required to be included in a post-effective amendment by those clauses is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference into this
Registration Statement; (2) that for the purpose of determining any liability
under the 1933 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; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which (i) remain
unsold at the termination of the Registrant's Employee Share Incentive Plan 2002
and (ii) are unissued at the termination of the Registrant's Service Agreement
with Mr. Green.

            B. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

            C. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 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 1933 Act and
will be governed by the final adjudication of such issue.



                                      II-3

<PAGE>

                                   SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Petah Tikva, State of Israel on this 7
day of March, 2003.

                                       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.

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

/s/ Doron Inbar              President and Chief Executive      March 7, 2003
------------------------     Officer (Principal Executive
Doron Inbar                  Officer)


                             Executive Vice President and       March 7, 2003
/s/ Giora Bitan              Chief Financial Officer
------------------------     (Principal Financial and
Giora Bitan                  Accounting Officer)


                                      II-4

<PAGE>

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

                             Chairman of the Board              March __, 2003
------------------------
David A. Ball


/s/ Jonathan B. Kolber       Chairman of the Executive          March 7, 2003
------------------------     Committee
Jonathan B. Kolber


                             Vice Chairman of the Board         March __, 2003
------------------------
Shlomo Dovrat


                             Director                           March __, 2003
------------------------
Ehud Angel


/s/ Danny Biran              Director                           March 7, 2003
------------------------
Danny Biran


/s/ Colin R. Green           Director                           March 7, 2003
------------------------
Colin R. Green


/s/ Mair Laiser              Director                           March 7, 2003
------------------------
Mair Laiser


/s/ Richard Liebhaber        Director                           March 7, 2003
------------------------
Richard T. Liebhaber


                             Director                           March __, 2003
------------------------
Avner Naveh


                             Director                           March __, 2003
------------------------
Yocheved Dvir


                                      II-5

<PAGE>

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

/s/ Krish Prabhu             Director                           March 3, 2003
------------------------
Krish Prabhu


                             Director                           March __, 2003
------------------------
Meir Shannie


/s/ Casimir Skrzypczak       Director                           March 3, 2003
------------------------
Casimir Skrzypczak


Authorized Representative in the United States

ECI TELECOM INC.


By: /s/ Paul Ellett                                             March 5, 2003
   ----------------------
      Paul Ellett



                                      II-6

<PAGE>










                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933


                                ECI TELECOM LTD.

<PAGE>

                                  EXHIBIT INDEX

  Exhibit Number     Exhibit
  --------------     -------

        4.1     Instruments Defining the Rights of Stockholders. Reference is
                made to the portion of the Registrant's Registration Statement
                No. 033-43731 on Form F-1, which are incorporated herein by
                reference pursuant to Item 3(c) to this Registration Statement.

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

        23.1    Consent of Somekh Chaikin, Independent Accountants.

        23.2    Consent of PricewaterhouseCoopers, Independent Accountants.

        23.3    Consent of KPMG Deutsche Treuhand-Gesellschaft, Independent
                Accountants.

        23.4    Consent of Blick Rothenberg, Independent Accountants.

        23.5    Consent of PricewaterhouseCoopers, Independent Accountants.

        23.6    Consent of Yoav Mark Lewis, Independent Accountants.

        23.7    Consent of Hoberman, Miller, Goldstein & Lesser, P.C.,
                Independent Accountants.

        23.8    Consent of Leo Jegard et Associes, Independent Accountants.

        23.9    Consent of KPMG Auditores Independentes, Independent
                Accountants.

        23.10   Consent of Denetim Serbest Mali Musavirlik A.S., Independent
                Accountants.

        23.11   Consents of Goldstein Lewin & Co., Independent Accountants.

        23.12   Consents of Mazars Paardekooper Hoffman, Independent
                Accountants.

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

        24.1    Power of Attorney. Reference is made to page II-4 of this
                Registration Statement.

        99.1    ECI Telecom Ltd. Employee Share Incentive Plan 2002, including
                2002 Sub-Plan (United States).

        99.2    Service Agreement dated April 1, 2002, by and between the
                Registrant and Colin R. Green.
[{"type": "S-8", "sequence": "1", "filename": "kl03007_s-8.txt", "description": "FORRM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 22980}]
{"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": "333-103669", "film-number": "03596248"}, "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": "ELECTRONICS CORP OF ISRAEL LTD", "date-changed": "19850702"}, {"former-conformed-name": "ECI TELECOM LTD", "date-changed": "19950606"}]}
As filed with the Securities and Exchange Commission on March 7, 2003

                                                      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 INCENTIVE PLAN 2002
                      SERVICE AGREEMENT WITH COLIN R. GREEN

                           (Full title of the Plan(s))
                              ---------------------

                                   Paul Ellett
                                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

===================================================================================================================================
                                         Amount to be         Proposed Maximum             Proposed Maximum           Amount of
Title of Securities to be Registered    Registered (1)   Offering Price per Share(2)   Aggregate Offering Price(2) Registration Fee
------------------------------------    ---------------  ---------------------------  ---------------------------  ----------------
ECI Telecom Ltd. Employee Share
Incentive Plan 2002
------------------------------------     13,025,000 shares          $1.89                    $24,617,250              $2,000.00
Ordinary Shares, nominal value NIS
0.12 per share
-----------------------------------------------------------------------------------------------------------------------------------

Service Agreement with Colin R. Green    10,000 shares              $1.89                      $18,900                  $2.00
------------------------------------
Ordinary Shares, nominal value NIS
0.12 per share
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                      Aggregate Registration Fee:     $2,002.00
===================================================================================================================================
(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, including the 2002 Sub-Plan
    (United States) thereunder, and the Service Agreement with Colin R. Green 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
    March 3, 2003, as reported by the Nasdaq National Market.
PART II

               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

            ECI Telecom Ltd. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "Commission"):

     (a)    The Registrant's Annual Report on Form 20-F for the fiscal year
            ended December 31, 2001, filed with the Commission on June 28, 2002.

     (b)    That portion of the Registrant's Registration Statement No.
            033-43731 on Form F-1 filed with the Commission on November 1, 1991,
            which describes the terms, rights, and provisions applicable to the
            Registrant's outstanding Shares.

            All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which de-registers all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities

            Not applicable.

Item 5.  Interests of Named Experts and Counsel

            Not applicable.

Item 6.  Indemnification of Directors and Officers

      (a) Subject to the provisions of the Israel Companies Law, 5759-1999 (the
"Companies Law"), the Registrant may enter into a contract for the insurance of
all or part of the liability of an Office Holder with respect to an obligation
imposed on such Office Holder due to an act performed by him in his capacity as
an Office Holder of the Registrant arising from any of the following:

             (i) a breach of his duty of care to the Registrant or to another
person;

             (ii) a breach of his duty of loyalty to the Registrant, provided
that the Office Holder acted in good faith and had reasonable cause to assume
that such act would not prejudice the interests of the Registrant;

             (iii) a financial obligation imposed on such Office Holder in favor
of another person;

      (b) Subject to the provisions of the Companies Law, the Registrant may
undertake to indemnify an Office Holder in respect of an obligation or expense
specified below that may be imposed on such Office Holder due to an act
performed by him in his capacity as an Office Holder) as follows:

                                      II-1
(i) a financial obligation imposed on an Office Holder in favor of
another person by a court judgment, including a compromise judgment or an
arbitrator's award which has been confirmed by a court;

             (ii) reasonable litigation costs, including lawyers' fees, expended
by an Office Holder or which were imposed on an Office Holder by a court in
proceedings instituted against him by the Registrant or in its name or by any
other person or in a criminal charge on which he was acquitted or in a criminal
charge on which he was convicted for a criminal offense that does not require
proof of criminal intent.

            The Registrant may undertake to indemnify an Office Holder as
aforesaid (x) prospectively, provided that the undertaking is limited to
categories of events which in the opinion of the Board can be foreseen when the
undertaking to indemnify is given, and to an amount set by the Board as
reasonable under the circumstances and (y) retroactively.

       (c) the Registrant may, in advance, exculpate an Office Holder from all
or some of his responsibility for damage resulting from the Office Holder's
breach of his duty of care to the Registrant.

       (d) The foregoing provisions of this Article are not intended, and shall
not be interpreted, to restrict the Registrant in any manner in respect of (i)
the procurement of insurance, the indemnification or the release in connection
with any person who is not an Office Holder, including, without limitation, any
employee, agent, consultant or contractor of the Registrant who is not an Office
Holder, and/or (ii) the procurement of insurance or the indemnification in
connection with any Office Holder to the extent that such insurance and/or
indemnification is not specifically prohibited under law; provided that the
procurement of any such insurance and/or the provision of any such
indemnification shall be approved by the Board and, where required, by the Audit
Committee.

Item 7.  Exemption from Registration Claimed

            Not applicable.

Item 8.  Exhibits

  Exhibit Number    Exhibit
  --------------    -------

        4.1     Instruments Defining the Rights of Stockholders. Reference is
                made to the portion of the Registrant's Registration Statement
                No. 033-43731 on Form F-1, which are incorporated herein by
                reference pursuant to Item 3(c) to this Registration Statement.

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

        23.1    Consent of Somekh Chaikin, Independent Accountants.

        23.2    Consent of PricewaterhouseCoopers, Independent
                Accountants.

        23.3    Consent of KPMG Deutsche Treuhand-Gesellschaft,
                Independent Accountants.

        23.4    Consent of Blick Rothenberg, Independent Accountants.

        23.5    Consent of PricewaterhouseCoopers, Independent Accountants.

        23.6    Consent of Yoav Mark Lewis, Independent Accountants.

        23.7    Consent of Hoberman, Miller, Goldstein & Lesser,
                P.C., Independent Accountants.

        23.8    Consent of Leo Jegard et Associes, Independent
                Accountants.

        23.9    Consent of KPMG Auditores Independentes, Independent
                Accountants.

        23.10   Consent of Denetim Serbest Mali Musavirlik A.S., Independent
                Accountants.

        23.11   Consents of Goldstein Lewin & Co., Independent
                Accountants.

        23.12   Consents of Mazars Paardekooper Hoffman, Independent
                Accountants.

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

        24.1    Power of Attorney. Reference is made to page II-4 of this
                Registration Statement.

        99.1    ECI Telecom Ltd. Employee Share Incentive Plan 2002, including
                2002 Sub-Plan (United States).

        99.2    Service Agreement, dated April 1, 2002, by and between the
                Registrant and Colin R. Green.

                                      II-2
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 of 1933, as amended (the "1933 Act"),
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this 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 this Registration Statement
and (iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that clauses (1)(i) and (1)(ii) shall not apply if the information
required to be included in a post-effective amendment by those clauses is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference into this
Registration Statement; (2) that for the purpose of determining any liability
under the 1933 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; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which (i) remain
unsold at the termination of the Registrant's Employee Share Incentive Plan 2002
and (ii) are unissued at the termination of the Registrant's Service Agreement
with Mr. Green.

            B. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

            C. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 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 1933 Act and
will be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Petah Tikva, State of Israel on this 7
day of March, 2003.

                                       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.

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

/s/ Doron Inbar              President and Chief Executive      March 7, 2003
------------------------     Officer (Principal Executive
Doron Inbar                  Officer)

                             Executive Vice President and       March 7, 2003
/s/ Giora Bitan              Chief Financial Officer
------------------------     (Principal Financial and
Giora Bitan                  Accounting Officer)

                                      II-4
Signature                       Title                       Date
      ---------                       -----                       ----

                             Chairman of the Board              March __, 2003
------------------------
David A. Ball

/s/ Jonathan B. Kolber       Chairman of the Executive          March 7, 2003
------------------------     Committee
Jonathan B. Kolber

                             Vice Chairman of the Board         March __, 2003
------------------------
Shlomo Dovrat

                             Director                           March __, 2003
------------------------
Ehud Angel

/s/ Danny Biran              Director                           March 7, 2003
------------------------
Danny Biran

/s/ Colin R. Green           Director                           March 7, 2003
------------------------
Colin R. Green

/s/ Mair Laiser              Director                           March 7, 2003
------------------------
Mair Laiser

/s/ Richard Liebhaber        Director                           March 7, 2003
------------------------
Richard T. Liebhaber

                             Director                           March __, 2003
------------------------
Avner Naveh

                             Director                           March __, 2003
------------------------
Yocheved Dvir

                                      II-5
Signature                       Title                       Date
      ---------                       -----                       ----

/s/ Krish Prabhu             Director                           March 3, 2003
------------------------
Krish Prabhu

                             Director                           March __, 2003
------------------------
Meir Shannie

/s/ Casimir Skrzypczak       Director                           March 3, 2003
------------------------
Casimir Skrzypczak

Authorized Representative in the United States

ECI TELECOM INC.

By: /s/ Paul Ellett                                             March 5, 2003
   ----------------------
      Paul Ellett

                                      II-6
SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                                ECI TELECOM LTD.
EXHIBIT INDEX

  Exhibit Number     Exhibit
  --------------     -------

        4.1     Instruments Defining the Rights of Stockholders. Reference is
                made to the portion of the Registrant's Registration Statement
                No. 033-43731 on Form F-1, which are incorporated herein by
                reference pursuant to Item 3(c) to this Registration Statement.

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

        23.1    Consent of Somekh Chaikin, Independent Accountants.

        23.2    Consent of PricewaterhouseCoopers, Independent Accountants.

        23.3    Consent of KPMG Deutsche Treuhand-Gesellschaft, Independent
                Accountants.

        23.4    Consent of Blick Rothenberg, Independent Accountants.

        23.5    Consent of PricewaterhouseCoopers, Independent Accountants.

        23.6    Consent of Yoav Mark Lewis, Independent Accountants.

        23.7    Consent of Hoberman, Miller, Goldstein & Lesser, P.C.,
                Independent Accountants.

        23.8    Consent of Leo Jegard et Associes, Independent Accountants.

        23.9    Consent of KPMG Auditores Independentes, Independent
                Accountants.

        23.10   Consent of Denetim Serbest Mali Musavirlik A.S., Independent
                Accountants.

        23.11   Consents of Goldstein Lewin & Co., Independent Accountants.

        23.12   Consents of Mazars Paardekooper Hoffman, Independent
                Accountants.

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

        24.1    Power of Attorney. Reference is made to page II-4 of this
                Registration Statement.

        99.1    ECI Telecom Ltd. Employee Share Incentive Plan 2002, including
                2002 Sub-Plan (United States).

        99.2    Service Agreement dated April 1, 2002, by and between the
                Registrant and Colin R. Green.