As filed with the Securities and Exchange Commission on July 20, 2004

                                   Registration No. 333-...............

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549


                                FORM S-8

                         REGISTRATION STATEMENT
                                  UNDER
                       THE SECURITIES ACT OF 1933

                         Excel Technology, Inc.
                         ......................
        (Exact name of registrant as specified in its charter)

                                  Delaware
                                  ........
        (State or other jurisdiction of incorporation or organization)

                                11-2780242
                                ..........
                 (I.R.S. employer identification number)

                              41 Research Way
               East Setauket, New York              11733
               ..........................................
        (Address of principal executive offices)     (Zip code)

             Excel Technology, Inc. 2004 Stock Option Plan
             .............................................
                      (Full title of the plan)

                Antoine Dominic, Chief Executive Officer
                           Excel Technology, Inc.
                              41 Research Way
                       East Setauket, New York 11733
                       .............................
                   (Name and address of agent for service)

                             (631) 784-6175
                              .............

        (Telephone number, including area code, of agent for service)


                               - copy to -
                         Leonard J. Breslow, Esq.
                          Breslow & Walker, LLP
                         100 Jericho Quadrangle
                        Jericho, New York 11753
                            (516) 822-6505


                      CALCULATION OF REGISTRATION FEE

Title of          Amount to       Proposed    Proposed      Amount of
securities to     be registered   maximum     maximum       registration
be registered     (1)             offering    aggregate     fee
                                  price per   offering
                                  share       price

Common Stock,
Par value $.001
Per share
("Common Stock")  1,000,000         (2)      $29,046,500(2)  $3,680.19

 (1)  Represents shares of common stock issuable under the Excel
Technology 2004 Stock Option Plan (the "Plan").  This Registration
Statement also covers such additional shares of Common Stock as may be
issuable in accordance with the terms of the Plan by reason of any stock
dividend, stock split, recapitalization, or other similar transaction
without receipt of consideration which results in an increase in the
number of shares of the outstanding Common Stock.

(2)  Pursuant to Rule 457, the proposed maximum offering price per share
and the proposed maximum aggregate offering price have been calculated (a)
with respect to 950,000 shares, on the basis of $28.75, the average of the
high and low prices of the Common Stock as quoted on Nasdaq National
Market System on July 15, 2004, and (b) with respect to 50,000 shares, on
the basis of the exercise price of options previously granted.


                                 PART II
                                 .......


INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
...................................................

Item 3.   Incorporation of Documents by Reference

     The following documents previously filed by Excel Technology, Inc.
(the "Company") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are incorporated herein by reference:

     (a)  The Company's Annual Report on Form 10-K for the year ended
December 31, 2003;

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since December 31, 2003; and

     (c)  The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A, including any amendment or report
filed with the Commission for the purpose of updating such description.

     In addition, all documents and reports subsequently filed by the
Company pursuant to Section 13(a), 13(c), 14 or 15 (d) of the Exchange Act
prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby have been
sold or which deregisters all such securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.  Any
statement contained herein or in any 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 other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies
or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as modified or superseded.


Item 4.   Description of Securities
....................................

          Not applicable.


Item 5.   Interests of Named Experts and Counsel
.................................................

          The validity of the securities offered hereby will be passed
upon for the Company by Breslow & Walker, LLP, New York, New York.
Howard S. Breslow, a partner in Breslow and Walker, LLP, is a director of
the Company.  As of the date hereof, Mr. Breslow owns 12,000 shares of
the Company's common stock and options to purchase 60,000 shares of
common stock.


Item 6.   Indemnification of Directors and Officers
....................................................

          Section 102(b)(7) of the Delaware General Corporation Law
permits a corporation to provide in its certificate of incorporation that
a director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for unlawful payments of
dividends or unlawful stock repurchases, redemptions or other
distributions, or (iv) for any transaction from which the director derived
an improper personal benefit.  Article SIXTH of the Company's Certificate
of Incorporation provides for such limitation of liability.

     In addition, Section 145 of the Delaware General Corporation Law
empowers a corporation to indemnify any officer or director against
expenses incurred by him in connection with any action in which he is made
a party by reason of his being or having been a director, officer,
employee or agent of such corporation, provided that it is determined that
he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.  The Delaware General Corporation Law provides that
Section 145 is not exclusive of other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise. Section 145 also
empowers a corporation  to advance to an officer or director the expenses
of defending claims upon receipt of his undertaking to repay any amount to
which it is later determined he is not entitled.

     The above discussion of the Delaware General Corporation Law and of
the Company's Certificate of Incorporation is not intended to be
exhaustive and is qualified in its entirety by such statute and the
Company's Certificate of Incorporation.


Item 7.   Exemption from Registration Claimed
..............................................

          Not applicable.


Item 8.   Exhibits
...................
                                                     Sequentially
                                                     Numbered Page
Exhibit   Description                                Where Located
........   ...........                                .............


5       Opinion of Breslow & Walker, LLP as to the      9
        legality of the securities being registered

23(a)   Consent of KPMG LLP                            11

23(b)   Consent of Ernst & Young LLP                   12

23(c)   Consent of Breslow & Walker, LLP               --
        (included in Exhibit 5)

99      Excel Technology, Inc. 2004 Stock Option       13
        Plan


Item 9.   Undertakings
.......................

A.     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions,
or otherwise, the Company has been advised that in the opinion of the
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
payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company 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 final adjudication of such issue.

B.     The undersigned Company hereby undertakes that it will:

       (1)   File, during any period in which it offers or sells
securities, a post-effective amendment to the registration statement to:

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

            (ii)  Reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or together,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and

           (iii)  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;

       (2)   For determining any liability under the Securities Act of
1933, treat each such post-effective amendment as a new registration
statement for the securities offered in the registration statement, and
the offering of the securities at that time as the initial bona fide
offering of those securities; and

       (3)   File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in this registration statement.

C.     The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or 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.

                                SIGNATURES
                                ..........


     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of East Setauket, State of New York,
as of this 20th day of July, 2004.

                               EXCEL TECHNOLOGY, INC.

                               By:  /s/ Antoine Dominic
                               ........................
                               Antoine Dominic, Chief Executive Officer

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


    Signature                       Title                        Date
    .........                       .....                        ....

/s/ J. Donald Hill    Chairman of the Board and Director  July 20, 2004
...................
J. Donald Hill


/s/ Antoine Dominic   Chief Executive Officer,           July 20, 2004
....................   President and Chief Operating Officer
Antoine Dominic       (Principal Executive Officer and Principal
                      Financial and Accounting Officer)


/s/ Steven Georgiev               Director               July 20, 2004
....................
Steven Georgiev


/s/ Howard S. Breslow             Director               July 20, 2004
......................
Howard S. Breslow


/s/ Donald Weeden                 Director               July 20, 2004
..................
Donald Weeden


/s/ Ira J. Lamel                  Director               July 20, 2004
.................
Ira J. Lamel


                                 EXHIBIT INDEX
                                 .............


                                                     Sequentially
                                                     Numbered Page
Exhibit   Description                                Where Located
........   ...........                                .............


5       Opinion of Breslow & Walker, LLP as to the      9
        legality of the securities being registered

23(a)   Consent of KPMG LLP                            11

23(b)   Consent of Ernst & Young LLP                   12

23(c)   Consent of Breslow & Walker, LLP               --
        (included in Exhibit 5)

99      Excel Technology, Inc. 2004 Stock Option       13
        Plan


EXHIBIT 5
July 20, 2004

Board of Directors
Excel Technology, Inc.
41 Research Way
East Setauket, NY 11733

Gentlemen:

     We have acted as counsel to Excel Technology, Inc. (the "Company") in
connection with the preparation and filing of a Registration Statement on
Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission (the "Commission") covering the offering of up to 1,000,000
shares (the "Shares") of the Company's common stock, par value $0.001 per
share, pursuant to the exercise of options granted or which may be granted
under its 2004 Stock Option Plan (the "Plan").  The Company has requested
that we furnish this opinion for inclusion as an exhibit to the
Registration Statement.

     In connection with this opinion, we have examined the Registration
Statement and the Company's Certificate of Incorporation and Bylaws, each
as amended, and such other documents, records, certificates, memoranda and
other instruments as we deem necessary as a basis for this opinion. We
have assumed the genuineness and authenticity of all documents submitted
to us as originals, the conformity to originals of all documents submitted
to us as copies thereof, and the due execution and delivery of all
documents where due execution and delivery are a prerequisite to the
effectiveness thereof.  We also have assumed that on the dates the options
are exercised (i) the Shares will continue to be validly authorized, and
(ii) the options will constitute valid, legal and binding obligations of
the Company.

     On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares, when issued and sold in accordance with the Plan,
the options, the Registration Statement and the related prospectus, will
be validly issued, fully paid and nonassessable.

     We consent to the filing of this opinion as an exhibit to the
Registration Statement.  In giving such consent, we do not consider that
we are "experts" within the meaning of such term as used in the Securities
Act of 1933, as amended, or the rules and regulations of the Commission
promulgated thereunder, with respect to any part of the Registration
Statement, including this opinion.

                                        Sincerely,

                                        /s/ Breslow & Walker, LLP

                                        Breslow & Walker, LLP



                                                   EXHIBIT 23(a)


        CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors and Stockholders
Excel Technology, Inc.:


     We consent to the incorporation by reference in this registration
statement on Form S-8 of Excel Technology, Inc. of our report dated
January 22, 2004, relating to the consolidated balance sheet of Excel
Technology, Inc. and Subsidiaries as of December 31, 2003 and the related
consolidated statements of income, stockholders' equity and comprehensive
income and cash flows and the related financial statement schedule for the
year then ended, which report appears in the December 31, 2003 annual
report on Form 10-K of Excel Technology, Inc.



                                                   /s/ KPMG LLP



Melville, New York
July 14, 2004



                                                   EXHIBIT 23(b)


         CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Excel Technology, Inc. 2004 Stock Option Plan
of our report dated January 22, 2003, with respect to the consolidated
balance sheet as of December 31, 2002 and the consolidated statements of
income, stockholders' equity and comprehensive income and cash flows and
the related schedule for each of the two years in the period ended
December 31, 2002 of Excel Technology, Inc. and Subsidiaries included in
its Annual Report (Form 10-K) for the year ended December 31, 2003, filed
with the Securities Exchange Commission.


                                            /s/ Ernst & Young LLP



Melville, New York
July 14, 2004



                                                   EXHIBIT 99

                           EXCEL TECHNOLOGY, INC.
                          (a Delaware Corporation)

                           2004 STOCK OPTION PLAN


1.  Purpose of Plan.
.....................

     The purpose of this 2004 Stock Option Plan (the "Plan") is to further
the growth and development of Excel Technology, Inc. (the "Company") by
enabling eligible persons to obtain a proprietary interest in the Company
(thereby providing such persons with an added incentive to continue in the
employ or service of the Company, and stimulating their efforts in
promoting the growth, efficiency, and profitability of the Company), and
affording the Company a means of attracting to its service persons of
outstanding quality.  Certain capitalized terms used herein have the
meanings ascribed to them in Appendix A.

2.  Administration.
...................

   (a)  Subject to the provisions of the Plan, the Board shall administer
the Plan, and shall have the sole authority to determine and designate
from time to time those persons eligible for a grant of options under the
Plan, those persons to whom options are to be granted, the purchase price
of the shares covered by each option, the time or times at which options
shall be granted, and the manner in which said options are exercisable.
In making such determination, the Board may take into account the nature
of the services rendered by the respective persons, their present and
potential contributions to the Company's success, and such other factors
as the Board in its sole discretion shall deem relevant.  Subject to the
express provisions of the Plan, the Board also shall have authority to
interpret the Plan, to prescribe, amend, and rescind rules and regulations
relating to the Plan, to determine the terms and provisions of the
instruments by which options shall be evidenced (which shall not be
inconsistent with the terms of the Plan), and to make all other
determinations necessary or advisable for the administration of the Plan,
all of which determinations shall be final, binding, and conclusive.

   (b)  The Board may, at its discretion, in accordance with the
provisions of the Company's By-laws, appoint from among its members a
Stock Option or Compensation Committee (the "Committee").  The Committee
shall be composed of two or more directors and shall have and may exercise
any and all of the powers relating to the administration of the Plan and
the grant of options hereunder as are set forth above in Section 2(a), as
the Board shall confer and delegate.  The Board shall have the power at
any time to fill vacancies in, to change the membership of, or to
discharge the Committee.  The Committee shall select one of its members as
its Chairman, and shall hold its meetings at such times and at such places
as it shall deem advisable. A majority of the Committee shall constitute a
quorum and such majority shall determine its action. The Committee shall
keep minutes of its proceedings and shall report the same to the Board at
the meeting next succeeding.  No director or member of the Committee shall
be liable for any action or determination made in good faith with respect
to the Plan or any option granted thereunder.

3.  Shares of Stock Subject to the Plan.
.........................................

   (a)  Subject to the provisions of Section 3(b) hereof, an aggregate of
1,000,000 shares of the Common Stock shall be reserved for issuance upon
the exercise of options which may be granted from time to time in
accordance with the Plan.  The reserved shares may be, in whole or in
part, authorized but unissued shares, or issued shares which have been
reacquired by the Company.  If, for any reason, an option shall lapse,
expire, or terminate without having been exercised in full, or unvested
shares issued under the Plan are subsequently repurchased by the Company
pursuant to the Company's repurchase rights under the Plan, then the
unpurchased shares underlying such option and the unvested shares
repurchased by the Company shall be added back to the number of shares of
Common Stock reserved for issuance under the Plan and shall accordingly be
available for reissuance through one or more subsequent options under the
Plan.  However, should the exercise price of an option under the Plan be
paid with shares of Common Stock or should shares of Common Stock
otherwise issuable under the Plan be withheld by the Company in
satisfaction of the withholding taxes incurred in connection with the
exercise of an option under the Plan, then the number of shares of Common
Stock available for issuance under the Plan shall be reduced by the gross
number of shares for which the option is exercised, and not by the net
number of shares of Common Stock issued to the holder of such option.

   (b)  If any change is made to the Common Stock by reason of any stock
split, stock dividend, recapitalization, merger, reorganization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Company's receipt of
consideration, appropriate adjustments (as determined by the Plan
Administrator) shall be made to (i) the maximum number and/or class of
securities issuable under the Plan, and (ii) the number and/or class of
securities and the exercise price per share in effect under each
outstanding option under the Plan.  Such adjustments to the outstanding
options are to be effected in a manner which shall preclude the
enlargement or dilution of rights and benefits under such options.  The
Plan Administrator's determination as to the adjustments to be made, if
any, and the extent thereof, shall be final, binding and conclusive.  In
no event shall any such adjustments be made in connection with the
conversion of one or more outstanding shares of the Company's preferred
stock into shares of Common Stock.

4.  Persons To Whom Shares May Be Granted.
...........................................

   (a)  Options may be granted to persons who are, at the time of the
grant, employees (including part-time employees), officers, and directors
of, or consultants or advisors to, the Company (or any Parent or
Subsidiary); provided, however, options only may be granted to those
consultants and advisors who shall render bona fide services to the
Company (or a Subsidiary or Parent) and such services must not be in
connection with the offer or sale of securities in a capital raising
transaction.  Subject to the provisions hereinafter set forth, options
granted under the Plan shall be designated either (i) "Incentive Stock
Options" (which term, as used herein, shall mean options intended to be
"incentive stock options" within the meaning of Section 422 of the Code),
or (ii) "Non-Incentive Stock Options" (which term, as used herein, shall
mean options not intended to be incentive stock options" within the
meaning of Section 422 of the Code).  Each option granted to a person who
is solely a director of, or consultant or advisor to, the Company (or a
Subsidiary or Parent) on the date of the grant shall be designated a
Non-Incentive Stock Option.

   (b)  The Plan Administrator may grant, at any time, new options to a
person who has previously received options, whether such prior options are
still outstanding, have previously been exercised in whole or in part,
have expired, or are cancelled in connection with the issuance of new
options.  The purchase price of the new options may be established by the
Plan Administrator without regard to the existing option price.

5.  Unvested Shares.
.....................

     The Plan Administrator shall have the discretion to grant options
which are exercisable for unvested shares of Common Stock.  If an
Optionee's engagement as an employee, officer, or director of, or a
consultant or advisor to, the Company (or any Parent or Subsidiary) (an
"Engagement") shall be terminated for any reason, and such Optionee is
holding unvested shares at the time of such termination, then the Company
shall have the right to repurchase, at the exercise price paid per share,
any or all of the shares that are unvested on the date of termination.
The terms upon which such repurchase right shall be exercisable (including
the period and procedure for exercise and the appropriate vesting schedule
for the purchased shares) shall be established by the Plan Administrator
and set forth in the document evidencing such repurchase right.  Unvested
shares may, in the discretion of the Plan Administrator, be held in escrow
by the Company until the Optionee's interest in such shares vests or may
be issued directly to the Optionee with restrictive legends on the
certificates evidencing the unvested shares.

6.  Option Price.
..................

   (a)  The purchase price of the Common Stock underlying each option
shall be determined by the Plan Administrator, which determination shall
be final, binding, and conclusive; provided, however, in no event shall
the purchase price of Incentive Stock Options be less than 100% (110% in
the case of Optionees who own more than 10% of the total combined voting
power of all classes of stock of the Company) of the fair market value of
the Common Stock on the date the option is granted.  In determining such
fair market value, the Plan Administrator shall consider (i) the last sale
price of the Common Stock on the date on which the option is granted or,
if no such reported sale takes place on such day, the last reported bid
price on such day, on NASDAQ or on the principal national securities
exchange on which the Common Stock is admitted to trading or listed, or
(ii) if not listed or admitted to trading on NASDAQ or a national
securities exchange, the closing bid price as quoted by the National
Quotation Bureau or a recognized dealer in the Common Stock on the date of
grant.  If the Common Stock is not publicly traded at the time an option
is granted, the Plan Administrator shall deem fair market value to be the
fair value of the Common Stock after taking into account appropriate
factors which may be relevant under applicable federal tax laws and
Internal Revenue rules and regulations including, without limitation,
recent sale and offer prices of the Common Stock in private transactions
negotiated at arm's length. For purposes of the Plan, the date of grant of
an option shall be the date specified by the Plan Administrator at the
time it grants such option; provided, however, such date shall not be
prior to the date on which the Plan Administrator acts to approve the
grant.

   (b)  The aggregate fair market value (determined at the time the
Incentive Stock Options are granted) of the Common Stock with respect to
which Incentive Stock Options are exercisable for the first time by an
employee during any calendar year shall not exceed $100,000. Non-Incentive
Stock Options shall not be subject to the limitations of this Section
6(b).

7.  Exercise of Options.
.........................

   (a)  The number of shares which are issued pursuant to the exercise of
an option shall be charged against the maximum limitations on shares set
forth in Section 3 hereof.

   (b)  The exercise of an option shall be made contingent upon receipt by
the Company from the holder thereof of (i) if deemed necessary by the
Company, a written representation and acknowledgement that (1) at the time
of such exercise it is the holder's then present intention to acquire the
option shares for investment and not with a view to distribution or resale
thereof, (2) the holder knows that the Company is not obligated to
register the sale of the option shares and that the option shares may have
to be held indefinitely unless an exemption from the registration
requirements of the Securities Act of 1933, as amended (the "Act"), is
available or the Company has registered the sale of the option shares, and
(3) the Company may place a legend on the certificate(s) evidencing the
option shares reflecting the fact that they were acquired for investment
and cannot be sold or transferred unless such sale or transfer is
registered under the Act, and (ii) payment in full of the purchase price
of the shares being purchased.

   (c)  The purchase price for shares being acquired upon exercise of an
option shall be payable (i) in cash; (ii) by certified check payable to
the order of the Company in the amount of such purchase price; (iii) if
the Common Stock is registered under Section 12 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), at the time the option is
exercised (1) by delivery to the Company of vested shares of Common Stock
held by the Optionee for more than six months and having a fair market
value equal to such purchase price, or (2) by irrevocable instructions to
a broker to sell shares of Common Stock to be issued upon exercise of the
option (provided such shares are registered and transferable) and to
deliver to the Company the amount of sale proceeds necessary to pay such
purchase price and to deliver the remaining cash proceeds, less
commissions and brokerage fees, to the holder exercising such option; (iv)
by any other lawful consideration as the Plan Administrator shall
determine; or (v) by any combination of such methods.

   (d)  The Plan Administrator shall have the discretion, exercisable
either at the time an option is granted to an Optionee or at any time
while the option remains outstanding, to (i) extend the period of time for
which the option is to remain exercisable following the termination of
such Optionee's Engagement without cause or due to his resignation,
disability or death, from the limited period otherwise in effect for that
option to such greater period of time as the Plan Administrator shall deem
appropriate, but in no event beyond the expiration of the option term,
(ii) permit the option to be exercised, during the applicable post-
Engagement exercise period or post-Reassignment exercise period, as the
case may be, not only to the extent the option is vested at the time of
such termination of Engagement or such Reassignment, as the case may be,
but also to the extent the option would have vested had the Optionee's
Engagement continued or had such Reassignment not occurred, as the case
may be, and/or (iii) to provide for automatic acceleration (in whole or in
part) of one or more outstanding options (and the immediate termination of
the Corporation's repurchase rights with respect to unvested shares).

8.  Term of Options.
.....................

      The period during which each option granted hereunder shall be
exercisable shall be determined by the Plan Administrator; provided,
however, no option shall be exercisable for a period exceeding ten (10)
years from the date such option is granted.

9.  Non-Transferability of Options.
....................................

     Except as otherwise permitted by the Plan Administrator, no option
granted pursuant to the Plan shall be subject to anticipation, sale,
assignment, pledge, encumbrance, or charge, or shall be otherwise
transferable except by will or the laws of descent and distribution or, in
the case of Non-Incentive Stock Options, pursuant to a qualified domestic
relations order (as defined by the Code or Title I of the Employee
Retirement Income Security Act or the rules thereunder).

10.  Termination of Engagement; Reassignment.
..............................................

     Except as otherwise set forth (or provided for) in the written
agreement evidencing an option, and subject to the provisions of Section
7(d) hereof (if applicable), the following provisions shall govern the
exercise of options following the termination of an Optionee's Engagement
or the Optionee's Reassignment:

   (a)  If an Optionee's Engagement is terminated without "cause" and
other than by reason of such Optionee's death or disability, then the
options granted to him under the Plan may be exercised at any time prior
to the expiration date of the options or three months after the date of
termination, whichever is earlier, but only to the extent such options
were exercisable on the date of termination.

   (b)  If an Optionee's Engagement is terminated by reason of his
resignation, or if his Engagement is terminated for "cause" (and other
than by reason of his death or disability), then the options granted to
him under the Plan shall terminate, lapse, and expire forthwith and
automatically at the time such Engagement is terminated.

   (c)  In the event of an Optionee's Reassignment, the options granted to
him under the Plan may be exercised at any time prior to the expiration
date of the options (provided that the Optionee's Engagement continues
during the period from such Reassignment until such exercise), but only to
the extent such options were exercisable on the date of the Reassignment.
If the Optionee's Engagement is terminated prior to such exercise, the
provisions of the Plan applicable to such termination shall govern.

   (d)  With respect to each option granted hereunder, the term "cause"
shall have the meaning set forth (or provided for) in the written
agreement evidencing such option; provided that if no meaning is set forth
(or provided for) in such agreement, "cause" shall mean the commission of
any act of fraud, embezzlement, or dishonesty by the Optionee, any
unauthorized use or disclosure by such person of confidential information
or trade secrets of the Company (or any Parent or Subsidiary), or any
intentional wrongdoing by such person, whether by omission or commission,
which adversely affects the business or affairs of the Company (or any
Parent or Subsidiary) in a material manner.

   (e)  Absence on leave approved by the employing corporation, a transfer
of the Optionee's Engagement between the Company, a Parent, or a
Subsidiary, or a change in status from employee to consultant or
consultant to employee shall not be considered an interruption of
Engagement for any purpose under the Plan.  The granting of an option in
any one year shall not give the Optionee any rights to similar grants in
future years or any right to be retained in the employ or service of the
Company (or any of its Subsidiaries or Parents) or interfere in any way
with the right of the Company (or any such Subsidiary or Parent) to
terminate such Optionee's Engagement at any time.

11.  Disability of Optionee.
............................

     If an Optionee's Engagement is terminated by reason of his
"disability," then, subject to Section 7(d) hereof, the options granted to
him under the Plan may be exercised at any time prior to the expiration
date of the option or within one year after the date of termination for
such reason, whichever is earlier, but only to the extent such option was
exercisable on the date of termination.  With respect to each option
granted hereunder, the term "disability" shall have the meaning set forth
(or provided for) in the written agreement evidencing such option;
provided that if no meaning is set forth (or provided for) in such
agreement, "disability" shall mean "permanent and total disability" as
defined in Section 22(e)(3) of the Code.

12.  Death of Optionee.
........................

     If an Optionee's Engagement is terminated by reason of his death, or
such Optionee shall die within three months after termination of his
Engagement without cause or within one year after termination of his
Engagement by reason of disability, then (a) subject to Section 7(d)
hereof, any option granted to such Optionee under the Plan may be
exercised any time prior to the expiration date of such option or within
twelve months from the date of death, whichever is earlier, but only to
the extent the such option was exercisable on the date of such
termination, and (b) the option will be exercisable by the person or
persons to whom the Optionee's rights under such option are transferred by
will or by the laws of descent and distribution.

13.  Change of Control.
........................

   (a)  Each option outstanding at the time of a Change of Control but not
otherwise fully-vested shall automatically accelerate so that each such
option shall, immediately prior to the effective date of the Change of
Control, become exercisable for all of the shares of Common Stock at the
time subject to that option and may be exercised for any or all of those
shares as fully vested shares of Common Stock.  However, an outstanding
option shall not so accelerate if and to the extent:

          (i)  such option is, in connection with the Change of Control,
assumed or otherwise continued in full force and effect by the successor
corporation (or parent thereof) pursuant to the terms of the Change of
Control;

          (ii)  such option is replaced with a cash incentive program of
the successor corporation which preserves the spread existing at the time
of the Change of Control on the shares of Common Stock for which the
option is not otherwise at that time exercisable and provides for
subsequent payout in accordance with the same vesting schedule applicable
to those option shares; or

          (iii)  the acceleration of such option is subject to other
limitations imposed by the Plan Administrator at the time of the option
grant.

   (b)  In the event of any Change of Control, all outstanding repurchase
rights also shall terminate automatically, and the shares of Common Stock
subject to those terminated rights shall immediately vest in full, except
to the extent:

          (i)  those repurchase rights are assigned to the successor
corporation (or parent thereof) or otherwise continue in full force and
effect pursuant to the terms of the Change of Control; or

          (ii)such accelerated vesting is precluded by other limitations
imposed by the Plan Administrator at the time the repurchase right is
issued.

   (c)  Immediately following the consummation of the Change of Control,
all outstanding options shall terminate and cease to be outstanding,
except to the extent assumed by the successor corporation (or parent
thereof) or otherwise expressly continued in full force and effect
pursuant to the terms of the Change of Control.

   (d)  Each option which is assumed in connection with a Change of
Control shall be appropriately adjusted, immediately after such Change in
control, to apply to the number and class of securities which would have
been issued to the holder of such option in consummation of such Change of
Control had the option been exercised immediately prior to such Change of
Control.  Appropriate adjustments to reflect such Change of Control shall
also be made to (i) the exercise price payable per share under each
outstanding option, provided the aggregate exercise price payable for such
securities shall remain the same, and (ii) the maximum number and/or class
of securities available for issuance over the remaining term of the Plan.

   (e)  The Plan Administrator may at any time provide that one or more
options will automatically accelerate in connection with a Change of
Control, whether or not those options are assumed or otherwise continued
in full force and effect pursuant to the terms of the Change of Control.
Any such option shall accordingly become exercisable, immediately prior to
the effective date of such Change of Control, for all of the shares of
Common Stock at the time subject to that option and may be exercised for
any or all of those shares as fully-vested shares of Common Stock.  In
addition, the Plan Administrator may at any time provide that one or more
of the Company's repurchase rights shall not be assignable in connection
with such Change of Control and shall terminate upon the consummation of
such Change of Control.

   (f)  The Plan Administrator may at any time provide that one or more
options will automatically accelerate upon termination of the Optionee's
Engagement without cause within a designated period (not to exceed
eighteen (18) months) following the effective date of any Change of
Control in which those options do not otherwise accelerate.  Any options
so accelerated shall remain exercisable until the earlier of (i) the
expiration of the option term, or (ii) the expiration of the one-year
period measured from the effective date of such termination.  In addition,
the Plan Administrator may at any time provide that one or more of the
Company's repurchase rights shall immediately terminate upon such
termination.

   (g)  The granting of an option pursuant to the Plan shall not affect in
any way the right or power of the Company to make adjustments,
reorganizations, reclassifications, or changes of its capital or business
structure or to merge, consolidate, dissolve, liquidate, or sell or
transfer all or any part of its business or assets.

14.  Vesting of Rights Under Options.
......................................

     Nothing contained in the Plan or in any resolution adopted or to be
adopted by the Plan Administrator or the stockholders of the Company shall
constitute the vesting of any rights under any option.  The vesting of
such rights shall take place only when a written agreement shall be duly
executed and delivered by and on behalf of the Company to the person to
whom the option shall be granted.

15.  Rights as a Stockholder.
..............................

     A holder of an option shall have no rights of a stockholder with
respect to any shares covered by such holder's option until such holder
shall have (a) exercised the option, (b) paid the exercise price for such
shares, and (c) become a holder of record of the purchased shares.

16.  Termination and Amendment.
................................

     The Board may terminate or amend the Plan in any respect at any time;
provided, however, without the approval of the stockholders, obtained
within 12 months before or after the Board adopts a resolution authorizing
any of the following actions, (a) the total number of shares that may be
issued under the Plan may not be increased (except by adjustment pursuant
to Section 3(b)); (b) the provisions regarding eligibility for grants of
Incentive Stock Options may not be modified; (c) the provisions regarding
the exercise price at which shares may be offered pursuant to Incentive
Stock Options may not be modified (except by adjustment pursuant to
Section 3(b)), and (d) the expiration date of the Plan may not be
extended.  Except as otherwise provided in this Section 16, in no event
may action of the Board or stockholders alter or impair the rights of any
option holder, without such option holder's consent, under any previously
granted option.

17.  Modification, Extension and Renewal of Options.
.....................................................

     Subject to the terms and conditions and within the limitations of the
Plan, the Board may modify, extend, or renew outstanding options granted
under the Plan, or accept the surrender of outstanding options (to the
extent not theretofore exercised) and authorize the granting of new
options in substitution therefor. Notwithstanding the foregoing, no
modification of an option shall, without the consent of the holder
thereof, alter or impair any rights or obligations under any option
theretofore granted under the Plan.

18.  Conversion of Incentive Stock Options into Non-Qualified Options.
.......................................................................

     Without the prior written consent of the holder of an Incentive Stock
Option, the Board shall not alter the terms of such Incentive Stock Option
(including the means of exercising such Incentive Stock Option) if such
alteration would constitute a modification within the meaning of Section
424(h)(3) of the Code.  The Board, at the written request or with the
written consent of any option holder, may in its discretion take such
actions as may be necessary to convert such holder's Incentive Stock
Options (or any installments or portions of installments thereof) that
have not been exercised on the date of conversion into Non-Incentive Stock
Options at any time prior to the expiration of such Incentive Stock
Options, regardless of whether the holder is an employee of the Company
(or any Parent or Subsidiary) at the time of such conversion.  Such
actions may include, but shall not be limited to, extending the exercise
period or reducing the exercise price of the appropriate installments of
such Incentive Stock Options.  At the time of such conversion, the Board
(with the consent of the holder) may impose such conditions on the
exercise of the resulting Non-Incentive Stock Options as the Board in its
discretion may determine, provided that such conditions shall not be
inconsistent with the Plan.  Nothing in the Plan shall be deemed to give
any option holder the right to have his Incentive Stock Options converted
into Non-Incentive Stock Options, and no such conversion shall occur until
and unless the Board takes appropriate action.

19.  Withholding of Additional Income Taxes.
.............................................

     Upon the exercise of a Non-Incentive Stock Option, the transfer of a
Non-Incentive Stock Option pursuant to an arm's length transaction, the
making of a Disqualifying Disposition (as described in Sections 421, 422
and 424 of the Code and regulations thereunder), the vesting or transfer
of restricted stock or securities acquired on the exercise of an option
hereunder, or the making of a distribution or other payment with respect
to such stock or securities, the Company may withhold taxes in respect of
amounts that constitute compensation includible in gross income.  The Plan
Administrator in its discretion may condition the exercise of an option,
the transfer of a Non-Incentive Stock Option, or the vesting or
transferability of restricted stock or securities acquired by exercising
an option on the option holder's making satisfactory arrangement for such
withholding.  Such arrangement may include payment by the holder in cash
or by check of the amount of the withholding taxes or, at the discretion
of the Plan Administrator, by the holder's delivery of previously held
vested shares of Common Stock or the withholding from the shares of Common
Stock otherwise deliverable upon exercise of option shares having an
aggregate fair market value equal to the amount of such withholding taxes.

20.  Indemnification.
......................

     In addition to such other rights of indemnification as they may have
as a member of the Board, the Committee, or otherwise, each Board member,
each Committee member, and each executive officer (as provided in Section
2(c) hereof) administering the Plan shall be indemnified by the Company
against reasonable expenses, including attorneys' fees, actually and
necessarily incurred in connection with the defense of any action, suit,
or proceeding, or in connection with any appeal therein, to which they or
any of them may be a party by reason of any action taken or failure to act
under or in connection with the Plan or any option granted thereunder, and
against all amounts paid by them in settlement thereof (provided such
settlement is approved by independent legal counsel selected by the
Company) or paid by them in satisfaction of a judgment in any action,
suit, or proceeding, except in relation to matters as to which it shall be
adjudged in such action, suit, or proceeding that such person is liable
for negligence or misconduct in the performance of his duties, and
provided that within 60 days after institution of any such action, suit,
or proceeding, the member shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the same.

21.  Governing Law.
....................

     The validity and construction of the Plan and the instruments
evidencing options shall be governed by the laws of Delaware, or the laws
of any jurisdiction in which the Company or its successors in interest may
be organized.

22.  Effective Date.
.....................

     The Plan was adopted by the Board on February 24, 2004, subject to
approval of the Plan by the stockholders of the Company at the next
Meeting of Stockholders or, in lieu thereof, by written consent.  The Plan
shall expire at the end of the day on February 23, 2014 (except as to
options outstanding on that date).

23.  Information.
..................

     The Company shall provide to each option holder all financial
statements and other information as may be required by law.

                                                   APPENDIX A

                      ADDITIONAL DEFINITIONS


The following definitions shall be in effect under the Plan:

"Board" shall mean the Board of Directors of the Company.

"Change of Control" shall mean a change in ownership or control of the
Company effected through any of the following transactions:

     (a)  a merger, consolidation or reorganization approved by the
stockholders of the Company, unless securities representing more than
fifty percent (50%) of the total combined voting power of the voting
securities of the Company are immediately thereafter beneficially owned,
directly or indirectly and in substantially the same proportion, by the
persons who beneficially owned the Company's outstanding voting securities
immediately prior to such transaction;

     (b)  any stockholder-approved transfer or other disposition of all or
substantially all of the assets of the Company; or

     (c)  the direct or indirect acquisition by any person or group
(within the meaning of the Exchange Act) of persons (other than the
Company or a person that directly or indirectly controls, is controlled
by, or is under common control with the Company) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
outstanding securities possessing more than fifty percent (50%) of the
total combined voting power of the outstanding securities of the Company
pursuant to a tender or exchange offer made directly to the stockholders
of the Company which the Board recommends that such stockholders accept.

"Code" shall mean the Internal Revenue Code of 1986, as amended

"Common Stock" shall mean the Company's common stock, par value $.001 per
share.

"Optionee" shall mean any person to whom an option is granted under the
Plan.

"Parent" shall mean any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company, provided each
corporation in the unbroken chain (other than the Company) owns, at the
time of the determination, stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of the
other corporations in such chain.

"Plan Administrator" shall mean the particular entity or person, whether
the Board, a Committee, or an executive officer, which is authorized to
administer the Plan with respect to one or more classes of eligible
persons, to the extent such entity or person is carrying out its
administrative functions under the Plan with respect to the persons under
its jurisdiction.  However, the Board shall have the plenary authority to
make all determinations and to construe and interpret any and all
ambiguities under the Plan to the extent such authority is not otherwise
expressly delegated to any other Plan Administrator.

"Reassignment" shall mean, with respect to an Optionee, a material
reduction in the Optionee's level of job responsibilities resulting from a
change in the Optionee's position (including a change from full-time to
part-time service) with the Company (or any Subsidiary or Parent) or a
transfer of the Optionee's Engagement between the Company, a Parent, or a
Subsidiary.

"Subsidiary" shall mean any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, provided each
corporation (other than the last corporation) in the unbroken chain owns,
at the time of the determination, stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of
the other corporations in such chain.
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As filed with the Securities and Exchange Commission on July 20, 2004

                                   Registration No. 333-...............

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                FORM S-8

                         REGISTRATION STATEMENT
                                  UNDER
                       THE SECURITIES ACT OF 1933

                         Excel Technology, Inc.
                         ......................
        (Exact name of registrant as specified in its charter)

                                  Delaware
                                  ........
        (State or other jurisdiction of incorporation or organization)

                                11-2780242
                                ..........
                 (I.R.S. employer identification number)

                              41 Research Way
               East Setauket, New York              11733
               ..........................................
        (Address of principal executive offices)     (Zip code)

             Excel Technology, Inc. 2004 Stock Option Plan
             .............................................
                      (Full title of the plan)

                Antoine Dominic, Chief Executive Officer
                           Excel Technology, Inc.
                              41 Research Way
                       East Setauket, New York 11733
                       .............................
                   (Name and address of agent for service)

                             (631) 784-6175
                              .............

        (Telephone number, including area code, of agent for service)

                               - copy to -
                         Leonard J. Breslow, Esq.
                          Breslow & Walker, LLP
                         100 Jericho Quadrangle
                        Jericho, New York 11753
                            (516) 822-6505

                      CALCULATION OF REGISTRATION FEE

Title of          Amount to       Proposed    Proposed      Amount of
securities to     be registered   maximum     maximum       registration
be registered     (1)             offering    aggregate     fee
                                  price per   offering
                                  share       price

Common Stock,
Par value $.001
Per share
("Common Stock")  1,000,000         (2)      $29,046,500(2)  $3,680.19

 (1)  Represents shares of common stock issuable under the Excel
Technology 2004 Stock Option Plan (the "Plan").  This Registration
Statement also covers such additional shares of Common Stock as may be
issuable in accordance with the terms of the Plan by reason of any stock
dividend, stock split, recapitalization, or other similar transaction
without receipt of consideration which results in an increase in the
number of shares of the outstanding Common Stock.

(2)  Pursuant to Rule 457, the proposed maximum offering price per share
and the proposed maximum aggregate offering price have been calculated (a)
with respect to 950,000 shares, on the basis of $28.75, the average of the
high and low prices of the Common Stock as quoted on Nasdaq National
Market System on July 15, 2004, and (b) with respect to 50,000 shares, on
the basis of the exercise price of options previously granted.

                                 PART II
                                 .......

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
...................................................

Item 3.   Incorporation of Documents by Reference

     The following documents previously filed by Excel Technology, Inc.
(the "Company") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are incorporated herein by reference:

     (a)  The Company's Annual Report on Form 10-K for the year ended
December 31, 2003;

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since December 31, 2003; and

     (c)  The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A, including any amendment or report
filed with the Commission for the purpose of updating such description.

     In addition, all documents and reports subsequently filed by the
Company pursuant to Section 13(a), 13(c), 14 or 15 (d) of the Exchange Act
prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby have been
sold or which deregisters all such securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.  Any
statement contained herein or in any 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 other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies
or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as modified or superseded.

Item 4.   Description of Securities
....................................

          Not applicable.

Item 5.   Interests of Named Experts and Counsel
.................................................

          The validity of the securities offered hereby will be passed
upon for the Company by Breslow & Walker, LLP, New York, New York.
Howard S. Breslow, a partner in Breslow and Walker, LLP, is a director of
the Company.  As of the date hereof, Mr. Breslow owns 12,000 shares of
the Company's common stock and options to purchase 60,000 shares of
common stock.

Item 6.   Indemnification of Directors and Officers
....................................................

          Section 102(b)(7) of the Delaware General Corporation Law
permits a corporation to provide in its certificate of incorporation that
a director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for unlawful payments of
dividends or unlawful stock repurchases, redemptions or other
distributions, or (iv) for any transaction from which the director derived
an improper personal benefit.  Article SIXTH of the Company's Certificate
of Incorporation provides for such limitation of liability.

     In addition, Section 145 of the Delaware General Corporation Law
empowers a corporation to indemnify any officer or director against
expenses incurred by him in connection with any action in which he is made
a party by reason of his being or having been a director, officer,
employee or agent of such corporation, provided that it is determined that
he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.  The Delaware General Corporation Law provides that
Section 145 is not exclusive of other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise. Section 145 also
empowers a corporation  to advance to an officer or director the expenses
of defending claims upon receipt of his undertaking to repay any amount to
which it is later determined he is not entitled.

     The above discussion of the Delaware General Corporation Law and of
the Company's Certificate of Incorporation is not intended to be
exhaustive and is qualified in its entirety by such statute and the
Company's Certificate of Incorporation.

Item 7.   Exemption from Registration Claimed
..............................................

          Not applicable.

Item 8.   Exhibits
...................
                                                     Sequentially
                                                     Numbered Page
Exhibit   Description                                Where Located
........   ...........                                .............

5       Opinion of Breslow & Walker, LLP as to the      9
        legality of the securities being registered

23(a)   Consent of KPMG LLP                            11

23(b)   Consent of Ernst & Young LLP                   12

23(c)   Consent of Breslow & Walker, LLP               --
        (included in Exhibit 5)

99      Excel Technology, Inc. 2004 Stock Option       13
        Plan

Item 9.   Undertakings
.......................

A.     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions,
or otherwise, the Company has been advised that in the opinion of the
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
payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company 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 final adjudication of such issue.

B.     The undersigned Company hereby undertakes that it will:

       (1)   File, during any period in which it offers or sells
securities, a post-effective amendment to the registration statement to:

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

            (ii)  Reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or together,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and

           (iii)  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;

       (2)   For determining any liability under the Securities Act of
1933, treat each such post-effective amendment as a new registration
statement for the securities offered in the registration statement, and
the offering of the securities at that time as the initial bona fide
offering of those securities; and

       (3)   File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in this registration statement.

C.     The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or 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.

                                SIGNATURES
                                ..........

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of East Setauket, State of New York,
as of this 20th day of July, 2004.

                               EXCEL TECHNOLOGY, INC.

                               By:  /s/ Antoine Dominic
                               ........................
                               Antoine Dominic, Chief Executive Officer

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

    Signature                       Title                        Date
    .........                       .....                        ....

/s/ J. Donald Hill    Chairman of the Board and Director  July 20, 2004
...................
J. Donald Hill

/s/ Antoine Dominic   Chief Executive Officer,           July 20, 2004
....................   President and Chief Operating Officer
Antoine Dominic       (Principal Executive Officer and Principal
                      Financial and Accounting Officer)

/s/ Steven Georgiev               Director               July 20, 2004
....................
Steven Georgiev

/s/ Howard S. Breslow             Director               July 20, 2004
......................
Howard S. Breslow

/s/ Donald Weeden                 Director               July 20, 2004
..................
Donald Weeden

/s/ Ira J. Lamel                  Director               July 20, 2004
.................
Ira J. Lamel

                                 EXHIBIT INDEX
                                 .............

                                                     Sequentially
                                                     Numbered Page
Exhibit   Description                                Where Located
........   ...........                                .............

5       Opinion of Breslow & Walker, LLP as to the      9
        legality of the securities being registered

23(a)   Consent of KPMG LLP                            11

23(b)   Consent of Ernst & Young LLP                   12

23(c)   Consent of Breslow & Walker, LLP               --
        (included in Exhibit 5)

99      Excel Technology, Inc. 2004 Stock Option       13
        Plan

EXHIBIT 5
July 20, 2004

Board of Directors
Excel Technology, Inc.
41 Research Way
East Setauket, NY 11733

Gentlemen:

     We have acted as counsel to Excel Technology, Inc. (the "Company") in
connection with the preparation and filing of a Registration Statement on
Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission (the "Commission") covering the offering of up to 1,000,000
shares (the "Shares") of the Company's common stock, par value $0.001 per
share, pursuant to the exercise of options granted or which may be granted
under its 2004 Stock Option Plan (the "Plan").  The Company has requested
that we furnish this opinion for inclusion as an exhibit to the
Registration Statement.

     In connection with this opinion, we have examined the Registration
Statement and the Company's Certificate of Incorporation and Bylaws, each
as amended, and such other documents, records, certificates, memoranda and
other instruments as we deem necessary as a basis for this opinion. We
have assumed the genuineness and authenticity of all documents submitted
to us as originals, the conformity to originals of all documents submitted
to us as copies thereof, and the due execution and delivery of all
documents where due execution and delivery are a prerequisite to the
effectiveness thereof.  We also have assumed that on the dates the options
are exercised (i) the Shares will continue to be validly authorized, and
(ii) the options will constitute valid, legal and binding obligations of
the Company.

     On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares, when issued and sold in accordance with the Plan,
the options, the Registration Statement and the related prospectus, will
be validly issued, fully paid and nonassessable.

     We consent to the filing of this opinion as an exhibit to the
Registration Statement.  In giving such consent, we do not consider that
we are "experts" within the meaning of such term as used in the Securities
Act of 1933, as amended, or the rules and regulations of the Commission
promulgated thereunder, with respect to any part of the Registration
Statement, including this opinion.

                                        Sincerely,

                                        /s/ Breslow & Walker, LLP

                                        Breslow & Walker, LLP

                                                   EXHIBIT 23(a)

        CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
Excel Technology, Inc.:

     We consent to the incorporation by reference in this registration
statement on Form S-8 of Excel Technology, Inc. of our report dated
January 22, 2004, relating to the consolidated balance sheet of Excel
Technology, Inc. and Subsidiaries as of December 31, 2003 and the related
consolidated statements of income, stockholders' equity and comprehensive
income and cash flows and the related financial statement schedule for the
year then ended, which report appears in the December 31, 2003 annual
report on Form 10-K of Excel Technology, Inc.

                                                   /s/ KPMG LLP

Melville, New York
July 14, 2004

                                                   EXHIBIT 23(b)

         CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Excel Technology, Inc. 2004 Stock Option Plan
of our report dated January 22, 2003, with respect to the consolidated
balance sheet as of December 31, 2002 and the consolidated statements of
income, stockholders' equity and comprehensive income and cash flows and
the related schedule for each of the two years in the period ended
December 31, 2002 of Excel Technology, Inc. and Subsidiaries included in
its Annual Report (Form 10-K) for the year ended December 31, 2003, filed
with the Securities Exchange Commission.

                                            /s/ Ernst & Young LLP

Melville, New York
July 14, 2004

                                                   EXHIBIT 99

                           EXCEL TECHNOLOGY, INC.
                          (a Delaware Corporation)

                           2004 STOCK OPTION PLAN

1.  Purpose of Plan.
.....................

     The purpose of this 2004 Stock Option Plan (the "Plan") is to further
the growth and development of Excel Technology, Inc. (the "Company") by
enabling eligible persons to obtain a proprietary interest in the Company
(thereby providing such persons with an added incentive to continue in the
employ or service of the Company, and stimulating their efforts in
promoting the growth, efficiency, and profitability of the Company), and
affording the Company a means of attracting to its service persons of
outstanding quality.  Certain capitalized terms used herein have the
meanings ascribed to them in Appendix A.

2.  Administration.
...................

   (a)  Subject to the provisions of the Plan, the Board shall administer
the Plan, and shall have the sole authority to determine and designate
from time to time those persons eligible for a grant of options under the
Plan, those persons to whom options are to be granted, the purchase price
of the shares covered by each option, the time or times at which options
shall be granted, and the manner in which said options are exercisable.
In making such determination, the Board may take into account the nature
of the services rendered by the respective persons, their present and
potential contributions to the Company's success, and such other factors
as the Board in its sole discretion shall deem relevant.  Subject to the
express provisions of the Plan, the Board also shall have authority to
interpret the Plan, to prescribe, amend, and rescind rules and regulations
relating to the Plan, to determine the terms and provisions of the
instruments by which options shall be evidenced (which shall not be
inconsistent with the terms of the Plan), and to make all other
determinations necessary or advisable for the administration of the Plan,
all of which determinations shall be final, binding, and conclusive.

   (b)  The Board may, at its discretion, in accordance with the
provisions of the Company's By-laws, appoint from among its members a
Stock Option or Compensation Committee (the "Committee").  The Committee
shall be composed of two or more directors and shall have and may exercise
any and all of the powers relating to the administration of the Plan and
the grant of options hereunder as are set forth above in Section 2(a), as
the Board shall confer and delegate.  The Board shall have the power at
any time to fill vacancies in, to change the membership of, or to
discharge the Committee.  The Committee shall select one of its members as
its Chairman, and shall hold its meetings at such times and at such places
as it shall deem advisable. A majority of the Committee shall constitute a
quorum and such majority shall determine its action. The Committee shall
keep minutes of its proceedings and shall report the same to the Board at
the meeting next succeeding.  No director or member of the Committee shall
be liable for any action or determination made in good faith with respect
to the Plan or any option granted thereunder.

3.  Shares of Stock Subject to the Plan.
.........................................

   (a)  Subject to the provisions of Section 3(b) hereof, an aggregate of
1,000,000 shares of the Common Stock shall be reserved for issuance upon
the exercise of options which may be granted from time to time in
accordance with the Plan.  The reserved shares may be, in whole or in
part, authorized but unissued shares, or issued shares which have been
reacquired by the Company.  If, for any reason, an option shall lapse,
expire, or terminate without having been exercised in full, or unvested
shares issued under the Plan are subsequently repurchased by the Company
pursuant to the Company's repurchase rights under the Plan, then the
unpurchased shares underlying such option and the unvested shares
repurchased by the Company shall be added back to the number of shares of
Common Stock reserved for issuance under the Plan and shall accordingly be
available for reissuance through one or more subsequent options under the
Plan.  However, should the exercise price of an option under the Plan be
paid with shares of Common Stock or should shares of Common Stock
otherwise issuable under the Plan be withheld by the Company in
satisfaction of the withholding taxes incurred in connection with the
exercise of an option under the Plan, then the number of shares of Common
Stock available for issuance under the Plan shall be reduced by the gross
number of shares for which the option is exercised, and not by the net
number of shares of Common Stock issued to the holder of such option.

   (b)  If any change is made to the Common Stock by reason of any stock
split, stock dividend, recapitalization, merger, reorganization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Company's receipt of
consideration, appropriate adjustments (as determined by the Plan
Administrator) shall be made to (i) the maximum number and/or class of
securities issuable under the Plan, and (ii) the number and/or class of
securities and the exercise price per share in effect under each
outstanding option under the Plan.  Such adjustments to the outstanding
options are to be effected in a manner which shall preclude the
enlargement or dilution of rights and benefits under such options.  The
Plan Administrator's determination as to the adjustments to be made, if
any, and the extent thereof, shall be final, binding and conclusive.  In
no event shall any such adjustments be made in connection with the
conversion of one or more outstanding shares of the Company's preferred
stock into shares of Common Stock.

4.  Persons To Whom Shares May Be Granted.
...........................................

   (a)  Options may be granted to persons who are, at the time of the
grant, employees (including part-time employees), officers, and directors
of, or consultants or advisors to, the Company (or any Parent or
Subsidiary); provided, however, options only may be granted to those
consultants and advisors who shall render bona fide services to the
Company (or a Subsidiary or Parent) and such services must not be in
connection with the offer or sale of securities in a capital raising
transaction.  Subject to the provisions hereinafter set forth, options
granted under the Plan shall be designated either (i) "Incentive Stock
Options" (which term, as used herein, shall mean options intended to be
"incentive stock options" within the meaning of Section 422 of the Code),
or (ii) "Non-Incentive Stock Options" (which term, as used herein, shall
mean options not intended to be incentive stock options" within the
meaning of Section 422 of the Code).  Each option granted to a person who
is solely a director of, or consultant or advisor to, the Company (or a
Subsidiary or Parent) on the date of the grant shall be designated a
Non-Incentive Stock Option.

   (b)  The Plan Administrator may grant, at any time, new options to a
person who has previously received options, whether such prior options are
still outstanding, have previously been exercised in whole or in part,
have expired, or are cancelled in connection with the issuance of new
options.  The purchase price of the new options may be established by the
Plan Administrator without regard to the existing option price.

5.  Unvested Shares.
.....................

     The Plan Administrator shall have the discretion to grant options
which are exercisable for unvested shares of Common Stock.  If an
Optionee's engagement as an employee, officer, or director of, or a
consultant or advisor to, the Company (or any Parent or Subsidiary) (an
"Engagement") shall be terminated for any reason, and such Optionee is
holding unvested shares at the time of such termination, then the Company
shall have the right to repurchase, at the exercise price paid per share,
any or all of the shares that are unvested on the date of termination.
The terms upon which such repurchase right shall be exercisable (including
the period and procedure for exercise and the appropriate vesting schedule
for the purchased shares) shall be established by the Plan Administrator
and set forth in the document evidencing such repurchase right.  Unvested
shares may, in the discretion of the Plan Administrator, be held in escrow
by the Company until the Optionee's interest in such shares vests or may
be issued directly to the Optionee with restrictive legends on the
certificates evidencing the unvested shares.

6.  Option Price.
..................

   (a)  The purchase price of the Common Stock underlying each option
shall be determined by the Plan Administrator, which determination shall
be final, binding, and conclusive; provided, however, in no event shall
the purchase price of Incentive Stock Options be less than 100% (110% in
the case of Optionees who own more than 10% of the total combined voting
power of all classes of stock of the Company) of the fair market value of
the Common Stock on the date the option is granted.  In determining such
fair market value, the Plan Administrator shall consider (i) the last sale
price of the Common Stock on the date on which the option is granted or,
if no such reported sale takes place on such day, the last reported bid
price on such day, on NASDAQ or on the principal national securities
exchange on which the Common Stock is admitted to trading or listed, or
(ii) if not listed or admitted to trading on NASDAQ or a national
securities exchange, the closing bid price as quoted by the National
Quotation Bureau or a recognized dealer in the Common Stock on the date of
grant.  If the Common Stock is not publicly traded at the time an option
is granted, the Plan Administrator shall deem fair market value to be the
fair value of the Common Stock after taking into account appropriate
factors which may be relevant under applicable federal tax laws and
Internal Revenue rules and regulations including, without limitation,
recent sale and offer prices of the Common Stock in private transactions
negotiated at arm's length. For purposes of the Plan, the date of grant of
an option shall be the date specified by the Plan Administrator at the
time it grants such option; provided, however, such date shall not be
prior to the date on which the Plan Administrator acts to approve the
grant.

   (b)  The aggregate fair market value (determined at the time the
Incentive Stock Options are granted) of the Common Stock with respect to
which Incentive Stock Options are exercisable for the first time by an
employee during any calendar year shall not exceed $100,000. Non-Incentive
Stock Options shall not be subject to the limitations of this Section
6(b).

7.  Exercise of Options.
.........................

   (a)  The number of shares which are issued pursuant to the exercise of
an option shall be charged against the maximum limitations on shares set
forth in Section 3 hereof.

   (b)  The exercise of an option shall be made contingent upon receipt by
the Company from the holder thereof of (i) if deemed necessary by the
Company, a written representation and acknowledgement that (1) at the time
of such exercise it is the holder's then present intention to acquire the
option shares for investment and not with a view to distribution or resale
thereof, (2) the holder knows that the Company is not obligated to
register the sale of the option shares and that the option shares may have
to be held indefinitely unless an exemption from the registration
requirements of the Securities Act of 1933, as amended (the "Act"), is
available or the Company has registered the sale of the option shares, and
(3) the Company may place a legend on the certificate(s) evidencing the
option shares reflecting the fact that they were acquired for investment
and cannot be sold or transferred unless such sale or transfer is
registered under the Act, and (ii) payment in full of the purchase price
of the shares being purchased.

   (c)  The purchase price for shares being acquired upon exercise of an
option shall be payable (i) in cash; (ii) by certified check payable to
the order of the Company in the amount of such purchase price; (iii) if
the Common Stock is registered under Section 12 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), at the time the option is
exercised (1) by delivery to the Company of vested shares of Common Stock
held by the Optionee for more than six months and having a fair market
value equal to such purchase price, or (2) by irrevocable instructions to
a broker to sell shares of Common Stock to be issued upon exercise of the
option (provided such shares are registered and transferable) and to
deliver to the Company the amount of sale proceeds necessary to pay such
purchase price and to deliver the remaining cash proceeds, less
commissions and brokerage fees, to the holder exercising such option; (iv)
by any other lawful consideration as the Plan Administrator shall
determine; or (v) by any combination of such methods.

   (d)  The Plan Administrator shall have the discretion, exercisable
either at the time an option is granted to an Optionee or at any time
while the option remains outstanding, to (i) extend the period of time for
which the option is to remain exercisable following the termination of
such Optionee's Engagement without cause or due to his resignation,
disability or death, from the limited period otherwise in effect for that
option to such greater period of time as the Plan Administrator shall deem
appropriate, but in no event beyond the expiration of the option term,
(ii) permit the option to be exercised, during the applicable post-
Engagement exercise period or post-Reassignment exercise period, as the
case may be, not only to the extent the option is vested at the time of
such termination of Engagement or such Reassignment, as the case may be,
but also to the extent the option would have vested had the Optionee's
Engagement continued or had such Reassignment not occurred, as the case
may be, and/or (iii) to provide for automatic acceleration (in whole or in
part) of one or more outstanding options (and the immediate termination of
the Corporation's repurchase rights with respect to unvested shares).

8.  Term of Options.
.....................

      The period during which each option granted hereunder shall be
exercisable shall be determined by the Plan Administrator; provided,
however, no option shall be exercisable for a period exceeding ten (10)
years from the date such option is granted.

9.  Non-Transferability of Options.
....................................

     Except as otherwise permitted by the Plan Administrator, no option
granted pursuant to the Plan shall be subject to anticipation, sale,
assignment, pledge, encumbrance, or charge, or shall be otherwise
transferable except by will or the laws of descent and distribution or, in
the case of Non-Incentive Stock Options, pursuant to a qualified domestic
relations order (as defined by the Code or Title I of the Employee
Retirement Income Security Act or the rules thereunder).

10.  Termination of Engagement; Reassignment.
..............................................

     Except as otherwise set forth (or provided for) in the written
agreement evidencing an option, and subject to the provisions of Section
7(d) hereof (if applicable), the following provisions shall govern the
exercise of options following the termination of an Optionee's Engagement
or the Optionee's Reassignment:

   (a)  If an Optionee's Engagement is terminated without "cause" and
other than by reason of such Optionee's death or disability, then the
options granted to him under the Plan may be exercised at any time prior
to the expiration date of the options or three months after the date of
termination, whichever is earlier, but only to the extent such options
were exercisable on the date of termination.

   (b)  If an Optionee's Engagement is terminated by reason of his
resignation, or if his Engagement is terminated for "cause" (and other
than by reason of his death or disability), then the options granted to
him under the Plan shall terminate, lapse, and expire forthwith and
automatically at the time such Engagement is terminated.

   (c)  In the event of an Optionee's Reassignment, the options granted to
him under the Plan may be exercised at any time prior to the expiration
date of the options (provided that the Optionee's Engagement continues
during the period from such Reassignment until such exercise), but only to
the extent such options were exercisable on the date of the Reassignment.
If the Optionee's Engagement is terminated prior to such exercise, the
provisions of the Plan applicable to such termination shall govern.

   (d)  With respect to each option granted hereunder, the term "cause"
shall have the meaning set forth (or provided for) in the written
agreement evidencing such option; provided that if no meaning is set forth
(or provided for) in such agreement, "cause" shall mean the commission of
any act of fraud, embezzlement, or dishonesty by the Optionee, any
unauthorized use or disclosure by such person of confidential information
or trade secrets of the Company (or any Parent or Subsidiary), or any
intentional wrongdoing by such person, whether by omission or commission,
which adversely affects the business or affairs of the Company (or any
Parent or Subsidiary) in a material manner.

   (e)  Absence on leave approved by the employing corporation, a transfer
of the Optionee's Engagement between the Company, a Parent, or a
Subsidiary, or a change in status from employee to consultant or
consultant to employee shall not be considered an interruption of
Engagement for any purpose under the Plan.  The granting of an option in
any one year shall not give the Optionee any rights to similar grants in
future years or any right to be retained in the employ or service of the
Company (or any of its Subsidiaries or Parents) or interfere in any way
with the right of the Company (or any such Subsidiary or Parent) to
terminate such Optionee's Engagement at any time.

11.  Disability of Optionee.
............................

     If an Optionee's Engagement is terminated by reason of his
"disability," then, subject to Section 7(d) hereof, the options granted to
him under the Plan may be exercised at any time prior to the expiration
date of the option or within one year after the date of termination for
such reason, whichever is earlier, but only to the extent such option was
exercisable on the date of termination.  With respect to each option
granted hereunder, the term "disability" shall have the meaning set forth
(or provided for) in the written agreement evidencing such option;
provided that if no meaning is set forth (or provided for) in such
agreement, "disability" shall mean "permanent and total disability" as
defined in Section 22(e)(3) of the Code.

12.  Death of Optionee.
........................

     If an Optionee's Engagement is terminated by reason of his death, or
such Optionee shall die within three months after termination of his
Engagement without cause or within one year after termination of his
Engagement by reason of disability, then (a) subject to Section 7(d)
hereof, any option granted to such Optionee under the Plan may be
exercised any time prior to the expiration date of such option or within
twelve months from the date of death, whichever is earlier, but only to
the extent the such option was exercisable on the date of such
termination, and (b) the option will be exercisable by the person or
persons to whom the Optionee's rights under such option are transferred by
will or by the laws of descent and distribution.

13.  Change of Control.
........................

   (a)  Each option outstanding at the time of a Change of Control but not
otherwise fully-vested shall automatically accelerate so that each such
option shall, immediately prior to the effective date of the Change of
Control, become exercisable for all of the shares of Common Stock at the
time subject to that option and may be exercised for any or all of those
shares as fully vested shares of Common Stock.  However, an outstanding
option shall not so accelerate if and to the extent:

          (i)  such option is, in connection with the Change of Control,
assumed or otherwise continued in full force and effect by the successor
corporation (or parent thereof) pursuant to the terms of the Change of
Control;

          (ii)  such option is replaced with a cash incentive program of
the successor corporation which preserves the spread existing at the time
of the Change of Control on the shares of Common Stock for which the
option is not otherwise at that time exercisable and provides for
subsequent payout in accordance with the same vesting schedule applicable
to those option shares; or

          (iii)  the acceleration of such option is subject to other
limitations imposed by the Plan Administrator at the time of the option
grant.

   (b)  In the event of any Change of Control, all outstanding repurchase
rights also shall terminate automatically, and the shares of Common Stock
subject to those terminated rights shall immediately vest in full, except
to the extent:

          (i)  those repurchase rights are assigned to the successor
corporation (or parent thereof) or otherwise continue in full force and
effect pursuant to the terms of the Change of Control; or

          (ii)such accelerated vesting is precluded by other limitations
imposed by the Plan Administrator at the time the repurchase right is
issued.

   (c)  Immediately following the consummation of the Change of Control,
all outstanding options shall terminate and cease to be outstanding,
except to the extent assumed by the successor corporation (or parent
thereof) or otherwise expressly continued in full force and effect
pursuant to the terms of the Change of Control.

   (d)  Each option which is assumed in connection with a Change of
Control shall be appropriately adjusted, immediately after such Change in
control, to apply to the number and class of securities which would have
been issued to the holder of such option in consummation of such Change of
Control had the option been exercised immediately prior to such Change of
Control.  Appropriate adjustments to reflect such Change of Control shall
also be made to (i) the exercise price payable per share under each
outstanding option, provided the aggregate exercise price payable for such
securities shall remain the same, and (ii) the maximum number and/or class
of securities available for issuance over the remaining term of the Plan.

   (e)  The Plan Administrator may at any time provide that one or more
options will automatically accelerate in connection with a Change of
Control, whether or not those options are assumed or otherwise continued
in full force and effect pursuant to the terms of the Change of Control.
Any such option shall accordingly become exercisable, immediately prior to
the effective date of such Change of Control, for all of the shares of
Common Stock at the time subject to that option and may be exercised for
any or all of those shares as fully-vested shares of Common Stock.  In
addition, the Plan Administrator may at any time provide that one or more
of the Company's repurchase rights shall not be assignable in connection
with such Change of Control and shall terminate upon the consummation of
such Change of Control.

   (f)  The Plan Administrator may at any time provide that one or more
options will automatically accelerate upon termination of the Optionee's
Engagement without cause within a designated period (not to exceed
eighteen (18) months) following the effective date of any Change of
Control in which those options do not otherwise accelerate.  Any options
so accelerated shall remain exercisable until the earlier of (i) the
expiration of the option term, or (ii) the expiration of the one-year
period measured from the effective date of such termination.  In addition,
the Plan Administrator may at any time provide that one or more of the
Company's repurchase rights shall immediately terminate upon such
termination.

   (g)  The granting of an option pursuant to the Plan shall not affect in
any way the right or power of the Company to make adjustments,
reorganizations, reclassifications, or changes of its capital or business
structure or to merge, consolidate, dissolve, liquidate, or sell or
transfer all or any part of its business or assets.

14.  Vesting of Rights Under Options.
......................................

     Nothing contained in the Plan or in any resolution adopted or to be
adopted by the Plan Administrator or the stockholders of the Company shall
constitute the vesting of any rights under any option.  The vesting of
such rights shall take place only when a written agreement shall be duly
executed and delivered by and on behalf of the Company to the person to
whom the option shall be granted.

15.  Rights as a Stockholder.
..............................

     A holder of an option shall have no rights of a stockholder with
respect to any shares covered by such holder's option until such holder
shall have (a) exercised the option, (b) paid the exercise price for such
shares, and (c) become a holder of record of the purchased shares.

16.  Termination and Amendment.
................................

     The Board may terminate or amend the Plan in any respect at any time;
provided, however, without the approval of the stockholders, obtained
within 12 months before or after the Board adopts a resolution authorizing
any of the following actions, (a) the total number of shares that may be
issued under the Plan may not be increased (except by adjustment pursuant
to Section 3(b)); (b) the provisions regarding eligibility for grants of
Incentive Stock Options may not be modified; (c) the provisions regarding
the exercise price at which shares may be offered pursuant to Incentive
Stock Options may not be modified (except by adjustment pursuant to
Section 3(b)), and (d) the expiration date of the Plan may not be
extended.  Except as otherwise provided in this Section 16, in no event
may action of the Board or stockholders alter or impair the rights of any
option holder, without such option holder's consent, under any previously
granted option.

17.  Modification, Extension and Renewal of Options.
.....................................................

     Subject to the terms and conditions and within the limitations of the
Plan, the Board may modify, extend, or renew outstanding options granted
under the Plan, or accept the surrender of outstanding options (to the
extent not theretofore exercised) and authorize the granting of new
options in substitution therefor. Notwithstanding the foregoing, no
modification of an option shall, without the consent of the holder
thereof, alter or impair any rights or obligations under any option
theretofore granted under the Plan.

18.  Conversion of Incentive Stock Options into Non-Qualified Options.
.......................................................................

     Without the prior written consent of the holder of an Incentive Stock
Option, the Board shall not alter the terms of such Incentive Stock Option
(including the means of exercising such Incentive Stock Option) if such
alteration would constitute a modification within the meaning of Section
424(h)(3) of the Code.  The Board, at the written request or with the
written consent of any option holder, may in its discretion take such
actions as may be necessary to convert such holder's Incentive Stock
Options (or any installments or portions of installments thereof) that
have not been exercised on the date of conversion into Non-Incentive Stock
Options at any time prior to the expiration of such Incentive Stock
Options, regardless of whether the holder is an employee of the Company
(or any Parent or Subsidiary) at the time of such conversion.  Such
actions may include, but shall not be limited to, extending the exercise
period or reducing the exercise price of the appropriate installments of
such Incentive Stock Options.  At the time of such conversion, the Board
(with the consent of the holder) may impose such conditions on the
exercise of the resulting Non-Incentive Stock Options as the Board in its
discretion may determine, provided that such conditions shall not be
inconsistent with the Plan.  Nothing in the Plan shall be deemed to give
any option holder the right to have his Incentive Stock Options converted
into Non-Incentive Stock Options, and no such conversion shall occur until
and unless the Board takes appropriate action.

19.  Withholding of Additional Income Taxes.
.............................................

     Upon the exercise of a Non-Incentive Stock Option, the transfer of a
Non-Incentive Stock Option pursuant to an arm's length transaction, the
making of a Disqualifying Disposition (as described in Sections 421, 422
and 424 of the Code and regulations thereunder), the vesting or transfer
of restricted stock or securities acquired on the exercise of an option
hereunder, or the making of a distribution or other payment with respect
to such stock or securities, the Company may withhold taxes in respect of
amounts that constitute compensation includible in gross income.  The Plan
Administrator in its discretion may condition the exercise of an option,
the transfer of a Non-Incentive Stock Option, or the vesting or
transferability of restricted stock or securities acquired by exercising
an option on the option holder's making satisfactory arrangement for such
withholding.  Such arrangement may include payment by the holder in cash
or by check of the amount of the withholding taxes or, at the discretion
of the Plan Administrator, by the holder's delivery of previously held
vested shares of Common Stock or the withholding from the shares of Common
Stock otherwise deliverable upon exercise of option shares having an
aggregate fair market value equal to the amount of such withholding taxes.

20.  Indemnification.
......................

     In addition to such other rights of indemnification as they may have
as a member of the Board, the Committee, or otherwise, each Board member,
each Committee member, and each executive officer (as provided in Section
2(c) hereof) administering the Plan shall be indemnified by the Company
against reasonable expenses, including attorneys' fees, actually and
necessarily incurred in connection with the defense of any action, suit,
or proceeding, or in connection with any appeal therein, to which they or
any of them may be a party by reason of any action taken or failure to act
under or in connection with the Plan or any option granted thereunder, and
against all amounts paid by them in settlement thereof (provided such
settlement is approved by independent legal counsel selected by the
Company) or paid by them in satisfaction of a judgment in any action,
suit, or proceeding, except in relation to matters as to which it shall be
adjudged in such action, suit, or proceeding that such person is liable
for negligence or misconduct in the performance of his duties, and
provided that within 60 days after institution of any such action, suit,
or proceeding, the member shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the same.

21.  Governing Law.
....................

     The validity and construction of the Plan and the instruments
evidencing options shall be governed by the laws of Delaware, or the laws
of any jurisdiction in which the Company or its successors in interest may
be organized.

22.  Effective Date.
.....................

     The Plan was adopted by the Board on February 24, 2004, subject to
approval of the Plan by the stockholders of the Company at the next
Meeting of Stockholders or, in lieu thereof, by written consent.  The Plan
shall expire at the end of the day on February 23, 2014 (except as to
options outstanding on that date).

23.  Information.
..................

     The Company shall provide to each option holder all financial
statements and other information as may be required by law.

                                                   APPENDIX A

                      ADDITIONAL DEFINITIONS

The following definitions shall be in effect under the Plan:

"Board" shall mean the Board of Directors of the Company.

"Change of Control" shall mean a change in ownership or control of the
Company effected through any of the following transactions:

     (a)  a merger, consolidation or reorganization approved by the
stockholders of the Company, unless securities representing more than
fifty percent (50%) of the total combined voting power of the voting
securities of the Company are immediately thereafter beneficially owned,
directly or indirectly and in substantially the same proportion, by the
persons who beneficially owned the Company's outstanding voting securities
immediately prior to such transaction;

     (b)  any stockholder-approved transfer or other disposition of all or
substantially all of the assets of the Company; or

     (c)  the direct or indirect acquisition by any person or group
(within the meaning of the Exchange Act) of persons (other than the
Company or a person that directly or indirectly controls, is controlled
by, or is under common control with the Company) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
outstanding securities possessing more than fifty percent (50%) of the
total combined voting power of the outstanding securities of the Company
pursuant to a tender or exchange offer made directly to the stockholders
of the Company which the Board recommends that such stockholders accept.

"Code" shall mean the Internal Revenue Code of 1986, as amended

"Common Stock" shall mean the Company's common stock, par value $.001 per
share.

"Optionee" shall mean any person to whom an option is granted under the
Plan.

"Parent" shall mean any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company, provided each
corporation in the unbroken chain (other than the Company) owns, at the
time of the determination, stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of the
other corporations in such chain.

"Plan Administrator" shall mean the particular entity or person, whether
the Board, a Committee, or an executive officer, which is authorized to
administer the Plan with respect to one or more classes of eligible
persons, to the extent such entity or person is carrying out its
administrative functions under the Plan with respect to the persons under
its jurisdiction.  However, the Board shall have the plenary authority to
make all determinations and to construe and interpret any and all
ambiguities under the Plan to the extent such authority is not otherwise
expressly delegated to any other Plan Administrator.

"Reassignment" shall mean, with respect to an Optionee, a material
reduction in the Optionee's level of job responsibilities resulting from a
change in the Optionee's position (including a change from full-time to
part-time service) with the Company (or any Subsidiary or Parent) or a
transfer of the Optionee's Engagement between the Company, a Parent, or a
Subsidiary.

"Subsidiary" shall mean any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, provided each
corporation (other than the last corporation) in the unbroken chain owns,
at the time of the determination, stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of
the other corporations in such chain.