<Page>

    As filed with the Securities and Exchange Commission on March 18, 2002
                                             Registration No. 333-____________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                ISRAEL                                  NOT APPLICABLE
     (State or other jurisdiction             (IRS Employer Identification No.)
  of incorporation or organization)
                                 INDUSTRIAL ZONE
                                  P.O. BOX 631
                                  MIGDAL HAEMEK
                                  ISRAEL 10556
      (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)

                             ----------------------
           AMENDED AND RESTATED EMPLOYEE SHARE OPTION PLAN - ISRAEL
             AMENDED AND RESTATED SUBSIDIARY EMPLOYEE OPTION PLAN
                       EMPLOYEE SHARE OPTION PLAN - EUROPE
                           EXECUTIVE SHARE OPTION PLAN
                            (Full title of the Plans)

                             ----------------------
                                    ROY PORAT
                                    PRESIDENT
                                CAMTEK USA, INC.
                                 2 MERIDIAN ROAD
                             EATONTOWN, NJ 07755
                   (Name and address of agent for service)
                                 (732) 542-7711
        (Telephone number, including area code, of agent for service)

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

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

                         CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
<S>                                       <C>                 <C>                   <C>                   <C>
========================================= =================== ===================== ===================== =====================
                                                                    Proposed              Proposed
                                             Amount to be       Maximum Offering     Maximum Aggregate         Amount of
  Title of Securities to be Registered     Registered(1)(2)    Price per Share(3)    Offering Price(3)      Registration Fee

Ordinary Shares, NIS 0.01 par value         500,000 shares           $2.96             $1,111,318.78              $184
                                                                     $2.15
========================================= =================== ===================== ===================== =====================
</Table>

      (1) 500,000 Ordinary Shares to be registered under the Amended and
Restated Employee Share Option Plan - Israel, the Amended and Restated
Subsidiary Employee Option Plan, the Employee Share Option Plan - Europe and
the Executive Share Option Plan, including 50,000 Ordinary Shares to be
registered under the Subsidiary Employee Option Plan.

      (2) This Registration Statement shall also cover any additional
Ordinary Shares which become issuable under the Registrant's Amended and
Restated Employee Share Option Plan -Israel, Amended and Restated Subsidiary
Employee Option Plan, Employee Share Option Plan - Europe and Executive Share
Option Plan by reason of any share dividend, stock split, recapitalization or
other similar transaction effected without the Registrant's receipt of
consideration which results in an increase in the number of the Registrant's
Ordinary Shares.

<Page>


      (3) The price per share is estimated in accordance with Rule 457(h)
under the Securities Act of 1933, as amended, solely for the purposes of
calculating the registration fee on the basis of (i) the weighted average
exercise price of $2.96 with respect to 44,838 shares subject to outstanding
options and (ii) the average of the high and low selling prices per share of
the Registrant's Ordinary Shares on March 13, 2002, as reported by the Nasdaq
National Market with respect to the balance of the shares.

<Page>


                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

            On November 15, 2000, Camtek Ltd. (the "Registrant") filed with
the Securities and Exchange Commission (the "Commission") a Registration
Statement on Form S-8 (File No. 333-49982) (the "Initial Registration
Statement") with respect to 1,473,128 Ordinary Shares to be offered and sold
under the Employee Share Option Plan - Israel, the Subsidiary Employee Option
Plan (formerly known as the Incentive Stock Option Plan - U.S.) and the
Employee Share Option Plan -Europe (collectively, the "Employee Plans"), as
supplemented by the Registration Statement on Form S-8 (File No. 333-60704)
filed with the Commission on May 11, 2001 with respect to an additional
200,000 Ordinary Shares to be offered and sold under any of the Employee
Plans and which also served as a post-effective amendment to the Initial
Registration Statement with respect to the Subsidiary Employee Option Plan.
This Registration Statement relates to an additional 500,000 Ordinary Shares
that may be issued under any of the Employee Plans and also serves as a
post-effective amendment to the prior Registration Statements with respect to
the Employee Share Option Plan - Israel and the Subsidiary Employee Option
Plan. The contents of the prior Registration Statements are incorporated
herein by reference.

Item 3.     INCORPORATION OF DOCUMENTS BY REFERENCE

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

            (a) The Registrant's Annual Report on Form 20-F for the fiscal
      year ended December 31, 2000 filed with the Commission on July 2, 2001;

            (b) The Registrant's Reports of Foreign Issuer on Form 6-K filed
      with the Commission on August 13, 2001, September 21, 2001, November 27,
      2001 and December 3, 2001; and

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

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

Item 4.     DESCRIPTION OF SECURITIES

            Not Applicable.

Item 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

            Not Applicable.

Item 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

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


                                    II-1


<Page>


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

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

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

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

            (2)   Undertake to indemnify its officer holders, or indemnify an
                  office holder retroactively for a liability imposed or
                  approved by a court and for reasonable legal fees in an action
                  brought against the office holder by the Registrant or in
                  criminal proceedings in which the office holder is acquitted
                  or an offense that does not require proof of criminal intent.
                  An undertaking to indemnify an office holder must be limited
                  to categories of events that can be reasonably foreseen and up
                  to a reasonable amount under the circumstances.

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

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

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

Item 7.     EXEMPTION FROM REGISTRATION CLAIMED

            Not Applicable.

Item 8.     EXHIBITS

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

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

    10.1       Amended and Restated Employee Share Option Plan - Israel

    10.2       Amended and Restated Subsidiary Employee Option Plan

    10.3       Employee Share Option Plan - Europe*

    10.4       Executive Share Option Plan**

    23.1       Consent of Shiboleth, Yisraeli, Roberts, Zisman & Co. is
               contained in Exhibit 5.0


                                    II-2


<Page>


    23.2       Consent of Richard A. Eisner & Company, LLP and Goldstein Sabo &
               Tevet.
    24.1       Power of Attorney (included in signature page)
</Table>

*Previously filed with the Commission in connection with the filing of the
Registrant's Registration Statement on Form S-8 filed with the Commission on
November 15, 2000.

**Previously filed with the Commission in connection with the filing of the
Registrant's Registration Statement on Form S-8 filed with the Commission on
May 11, 2001.

Item 9.     UNDERTAKINGS

            The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

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

      (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or


                                    II-3


<Page>


proceeding) is asserted by such director, officer or controlling person of
the Registrant in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.


                                    II-4


<Page>


                                   SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8, and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tel Aviv, Israel on
this day of March 18, 2002.

                                    CAMTEK LTD.


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


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

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

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

<Table>
<Caption>
<S>                         <C>                                                <C>
        SIGNATURE                        TITLE                                    DATE

/s/ Rafi Amit
-------------------------   Chief Executive Officer (Principal Executive       March 17, 2002
Rafi Amit                   Officer) and Director

/s/ Moshe Amit
-------------------------   Executive Vice President and Chief Financial       March 17, 2002
Moshe Amit                  Officer (Principal Accounting Officer)

/s/ Yotam Stern
-------------------------   Executive Vice President, Business and Strategy    March 18, 2002
Yotam Stern                 and Director

/s/ Meir Ben-Shoshan
-------------------------                 Director                             March 18, 2002
Meir Ben-Shoshan

/s/ Haim Horowitz
-------------------------                 Director                             March 18, 2002
Haim Horowitz


<Page>

/s/ Eran Bendoly
-------------------------                 Director                             March 14, 2002
Eran Bendoly

/s/ Ricki Granot
-------------------------                 Director                             March 18, 2002
Ricki Granot





AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

CAMTEK USA, INC.
2 MERIDIAN RD.
EATONTOWN, NJ  07755

/s/ Yotam Stern
-------------------------                 Director                             March  18, 2002
Yotam Stern
</Table>





<Page>


                                  EXHIBIT INDEX

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

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

    10.1       Amended and Restated Employee Share Option Plan - Israel

    10.2       Amended and Restated Subsidiary Employee Option Plan

    10.3       Employee Share Option Plan - Europe*

    10.4       Executive Share Option Plan**

    23.1       Consent of Shiboleth, Yisraeli, Roberts, Zisman & Co. is
               contained in Exhibit 5.0

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

    24.1       Power of Attorney (included in signature page)
</Table>

*Previously filed with the Commission in connection with the filing of the
Registrant's Registration Statement on Form S-8 filed with the Commission on
November 15, 2000.

**Previously filed with the Commission in connection with the filing of the
Registrant's Registration Statement on Form S-8 filed with the Commission on May
11, 2001.
[{"type": "S-8", "sequence": "1", "filename": "a2073451zs-8.txt", "description": "S-8", "secsgml_size_bytes": 22564}]
{"company-data": {"conformed-name": "CAMTEK LTD", "cik": "0001109138", "assigned-sic": "3827", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84476", "film-number": "02578010"}, "business-address": {"street1": "INDUSTRIAL ZONE PO BOX 631", "street2": "MIGDAL HAEMEK 011-972-6-644-0521", "city": "ISRAEL 10556", "state": "L3", "zip": "00000"}, "mail-address": {"street1": "INDUSTRIAL ZONE", "street2": "MIGDAL HAEMEK ISREAL"}}
As filed with the Securities and Exchange Commission on March 18, 2002
                                             Registration No. 333-____________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                ISRAEL                                  NOT APPLICABLE
     (State or other jurisdiction             (IRS Employer Identification No.)
  of incorporation or organization)
                                 INDUSTRIAL ZONE
                                  P.O. BOX 631
                                  MIGDAL HAEMEK
                                  ISRAEL 10556
      (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)

                             ----------------------
           AMENDED AND RESTATED EMPLOYEE SHARE OPTION PLAN - ISRAEL
             AMENDED AND RESTATED SUBSIDIARY EMPLOYEE OPTION PLAN
                       EMPLOYEE SHARE OPTION PLAN - EUROPE
                           EXECUTIVE SHARE OPTION PLAN
                            (Full title of the Plans)

                             ----------------------
                                    ROY PORAT
                                    PRESIDENT
                                CAMTEK USA, INC.
                                 2 MERIDIAN ROAD
                             EATONTOWN, NJ 07755
                   (Name and address of agent for service)
                                 (732) 542-7711
        (Telephone number, including area code, of agent for service)

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

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

                         CALCULATION OF REGISTRATION FEE
========================================= =================== ===================== ===================== =====================
                                                                    Proposed              Proposed
                                             Amount to be       Maximum Offering     Maximum Aggregate         Amount of
  Title of Securities to be Registered     Registered(1)(2)    Price per Share(3)    Offering Price(3)      Registration Fee

Ordinary Shares, NIS 0.01 par value         500,000 shares           $2.96             $1,111,318.78              $184
                                                                     $2.15
========================================= =================== ===================== ===================== =====================
(1) 500,000 Ordinary Shares to be registered under the Amended and
Restated Employee Share Option Plan - Israel, the Amended and Restated
Subsidiary Employee Option Plan, the Employee Share Option Plan - Europe and
the Executive Share Option Plan, including 50,000 Ordinary Shares to be
registered under the Subsidiary Employee Option Plan.

      (2) This Registration Statement shall also cover any additional
Ordinary Shares which become issuable under the Registrant's Amended and
Restated Employee Share Option Plan -Israel, Amended and Restated Subsidiary
Employee Option Plan, Employee Share Option Plan - Europe and Executive Share
Option Plan by reason of any share dividend, stock split, recapitalization or
other similar transaction effected without the Registrant's receipt of
consideration which results in an increase in the number of the Registrant's
Ordinary Shares.
(3) The price per share is estimated in accordance with Rule 457(h)
under the Securities Act of 1933, as amended, solely for the purposes of
calculating the registration fee on the basis of (i) the weighted average
exercise price of $2.96 with respect to 44,838 shares subject to outstanding
options and (ii) the average of the high and low selling prices per share of
the Registrant's Ordinary Shares on March 13, 2002, as reported by the Nasdaq
National Market with respect to the balance of the shares.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

            On November 15, 2000, Camtek Ltd. (the "Registrant") filed with
the Securities and Exchange Commission (the "Commission") a Registration
Statement on Form S-8 (File No. 333-49982) (the "Initial Registration
Statement") with respect to 1,473,128 Ordinary Shares to be offered and sold
under the Employee Share Option Plan - Israel, the Subsidiary Employee Option
Plan (formerly known as the Incentive Stock Option Plan - U.S.) and the
Employee Share Option Plan -Europe (collectively, the "Employee Plans"), as
supplemented by the Registration Statement on Form S-8 (File No. 333-60704)
filed with the Commission on May 11, 2001 with respect to an additional
200,000 Ordinary Shares to be offered and sold under any of the Employee
Plans and which also served as a post-effective amendment to the Initial
Registration Statement with respect to the Subsidiary Employee Option Plan.
This Registration Statement relates to an additional 500,000 Ordinary Shares
that may be issued under any of the Employee Plans and also serves as a
post-effective amendment to the prior Registration Statements with respect to
the Employee Share Option Plan - Israel and the Subsidiary Employee Option
Plan. The contents of the prior Registration Statements are incorporated
herein by reference.

Item 3.     INCORPORATION OF DOCUMENTS BY REFERENCE

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

            (a) The Registrant's Annual Report on Form 20-F for the fiscal
      year ended December 31, 2000 filed with the Commission on July 2, 2001;

            (b) The Registrant's Reports of Foreign Issuer on Form 6-K filed
      with the Commission on August 13, 2001, September 21, 2001, November 27,
      2001 and December 3, 2001; and

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

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

Item 4.     DESCRIPTION OF SECURITIES

            Not Applicable.

Item 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

            Not Applicable.

Item 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

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

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

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

            (2)   Undertake to indemnify its officer holders, or indemnify an
                  office holder retroactively for a liability imposed or
                  approved by a court and for reasonable legal fees in an action
                  brought against the office holder by the Registrant or in
                  criminal proceedings in which the office holder is acquitted
                  or an offense that does not require proof of criminal intent.
                  An undertaking to indemnify an office holder must be limited
                  to categories of events that can be reasonably foreseen and up
                  to a reasonable amount under the circumstances.

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

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

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

Item 7.     EXEMPTION FROM REGISTRATION CLAIMED

            Not Applicable.

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

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

    10.1       Amended and Restated Employee Share Option Plan - Israel

    10.2       Amended and Restated Subsidiary Employee Option Plan

    10.3       Employee Share Option Plan - Europe*

    10.4       Executive Share Option Plan**

    23.1       Consent of Shiboleth, Yisraeli, Roberts, Zisman & Co. is
               contained in Exhibit 5.0

                                    II-2
23.2       Consent of Richard A. Eisner & Company, LLP and Goldstein Sabo &
               Tevet.
    24.1       Power of Attorney (included in signature page)
*Previously filed with the Commission in connection with the filing of the
Registrant's Registration Statement on Form S-8 filed with the Commission on
November 15, 2000.

**Previously filed with the Commission in connection with the filing of the
Registrant's Registration Statement on Form S-8 filed with the Commission on
May 11, 2001.

Item 9.     UNDERTAKINGS

            The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

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

      (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or

                                    II-3
proceeding) is asserted by such director, officer or controlling person of
the Registrant in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.

                                    II-4
SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8, and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tel Aviv, Israel on
this day of March 18, 2002.

                                    CAMTEK LTD.

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

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

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

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

/s/ Rafi Amit
-------------------------   Chief Executive Officer (Principal Executive       March 17, 2002
Rafi Amit                   Officer) and Director

/s/ Moshe Amit
-------------------------   Executive Vice President and Chief Financial       March 17, 2002
Moshe Amit                  Officer (Principal Accounting Officer)

/s/ Yotam Stern
-------------------------   Executive Vice President, Business and Strategy    March 18, 2002
Yotam Stern                 and Director

/s/ Meir Ben-Shoshan
-------------------------                 Director                             March 18, 2002
Meir Ben-Shoshan

/s/ Haim Horowitz
-------------------------                 Director                             March 18, 2002
Haim Horowitz
/s/ Eran Bendoly
-------------------------                 Director                             March 14, 2002
Eran Bendoly

/s/ Ricki Granot
-------------------------                 Director                             March 18, 2002
Ricki Granot

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

CAMTEK USA, INC.
2 MERIDIAN RD.
EATONTOWN, NJ  07755

/s/ Yotam Stern
-------------------------                 Director                             March  18, 2002
Yotam Stern
EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT
-------------- -------
4.0       Instruments Defining the Rights of Stockholders.  Reference is
               made to the Registrant's Registration Statement No. 000-30664 on
               Form 8-A, together with the exhibits thereto, which are
               incorporated by reference herein pursuant to Item 3(c) to this
               Registration Statement.

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

    10.1       Amended and Restated Employee Share Option Plan - Israel

    10.2       Amended and Restated Subsidiary Employee Option Plan

    10.3       Employee Share Option Plan - Europe*

    10.4       Executive Share Option Plan**

    23.1       Consent of Shiboleth, Yisraeli, Roberts, Zisman & Co. is
               contained in Exhibit 5.0

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

    24.1       Power of Attorney (included in signature page)
*Previously filed with the Commission in connection with the filing of the
Registrant's Registration Statement on Form S-8 filed with the Commission on
November 15, 2000.

**Previously filed with the Commission in connection with the filing of the
Registrant's Registration Statement on Form S-8 filed with the Commission on May
11, 2001.