As filed with the Securities and Exchange Commission on April 20, 2001
                                      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 1998 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) 784-6100
                              .............
       (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

                                 Proposed      Proposed
                                  maximum       maximum
      Title of                   offering      aggregate       Amount of
   securities to   Amount to be   price        offering      registration
   be registered  registered (1) per share       price            fee
   .............  .............. .........  ..............   ............
   Common Stock,     1,000,000       (2)    $19,863,366 (2)      $4,966
   par value
 $.001 per share
 ("Common Stock")
 ..........................................................................

(1)  Represents shares of common stock issuable under the Excel
     Technology 1998 Stock Option Plan (the "Plan").  Also covered hereby
     are such additional shares as may be issuable in accordance with the
     terms of the Plan as stock dividends or in the event of a stock
     split, reorganization, merger, recapitalization, or similar event
     affecting the 1,000,000 shares being registered.

(2)  Pursuant to Rule 457(h), the proposed maximum offering price per
     share and the proposed maximum aggregate offering price have been
     calculated (a) with respect to 505,550 shares, on the basis of
     $19.32, the average of the high and low prices of the Common Stock as
     quoted on Nasdaq National Market System on April 12, 2001, and
     (b) with respect to 494,450 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, 2000;

         (b)  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 20,000 shares of
common stock and options to purchase 10,000 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

 10       Excel Technology, Inc. 1998 Stock Option Plan        10

 23(a)    Consent of Ernst & Young LLP                         18

 23(b)    Consent of KPMG LLP                                  19

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


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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.


                               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 April, 2001.

                                 EXCEL TECHNOLOGY, INC.

                                 By:   /s/ Antoine Dominic
                                       .........................
                                       Antoine Dominic,
                                       Chief Executive Officer
                                      (Principal 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                    Director          April 20, 2001
 .....................
    J. Donald Hill

/s/ Antoine Dominic                   Director          April 20, 2001
 .....................
    Antoine Dominic

/s/ Steven Georgiev                   Director          April 20, 2001
 .....................
    Steven Georgiev

/s/ Howard S. Breslow                 Director          April 20, 2001
 .....................
    Howard S. Breslow

/s/ Joseph A. Ortego                  Director           April 20, 2001
 .....................
    Joseph A. Ortego




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

 10       Excel Technology, Inc. 1998 Stock Option Plan        10

 23(a)    Consent of Ernst & Young LLP                         18

 23(b)    Consent of KPMG LLP                                  19

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


                                                                 EXHIBIT 5
                                                                 .........
April 20, 2001




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

Gentlemen:

     It is our opinion that the sale of the securities being registered
with the Securities and Exchange Commission pursuant to the Registration
Statement of Excel Technology, Inc. (the "Company") on Form S-8, which
securities are to be offered to the Company's employees, directors,
consultants and advisors pursuant to the Company's 1998 Stock Option Plan,
will, when sold and paid for, be validly issued, fully paid and non-
assessable.

     We consent to the filing of this opinion as an exhibit of the
aforesaid 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 Securities and Exchange Commission issued thereunder with respect to
any part of the Registration Statement, including this opinion, as an
exhibit or otherwise.

                                   Sincerely,

                                   /s/ Breslow & Walker, LLP
                                   .........................
                                   Breslow & Walker, LLP

                                                       EXHIBIT 10

                         EXCEL TECHNOLOGY, INC.
                         1998 STOCK OPTION PLAN



1.       Purpose of Plan.
         ................
         The purpose of this 1998 Stock Option Plan (the "Plan") is to
further the growth and development of Excel Technology, Inc. (the
"Company") by encouraging and enabling employees, officers, and directors
of, and consultants and advisors to, the Company to obtain a proprietary
interest in the Company through the ownership of stock (thereby providing
such persons with an added incentive to continue in the employ or service
of the Company and to stimulate 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.

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

        Subject to the provisions of Section 12 hereof, an aggregate of
1,000,000 shares of the common stock, par value $.001 per share, of the
Company ("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.  As the Board of Directors of the Company ("Board of Directors")
shall from time to time determine, such 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, the
unpurchased shares underlying such option shall (unless the Plan shall
have been terminated) again be available for issuance pursuant to the
Plan.

3.      Administration.
        ...............

        (a)  The Board of Directors shall administer the Plan and,
subject to the provisions of the Plan, shall have 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 of
Directors 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 of Directors in
its sole discretion shall deem relevant.  Subject to the express
provisions of the Plan, the Board of Directors 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 of Directors may, at its discretion, in accordance
with the provisions of Article III, Section 7 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 3(a), as the Board of
Directors shall confer and delegate.  The Board of Directors 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 time 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 of Directors 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.

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
subsidiary corporation (as defined in Section 425 of the Internal Revenue
Code of 1986, as amended (the "Code"), a "Subsidiary") as the Board of
Directors (or Committee) shall select from time to time from among those
nominated by the Board of Directors (or Committee).  For the purposes of
the Plan, options only may be granted to those consultants and advisors
who shall render bona fide services to the Company 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 on the date of the grant shall be designated a Non-
Incentive Stock Option.

        (b)  The Board of Directors (or Committee) 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 canceled in
connection with the issuance of new options.  The purchase price of the
new options may be established by the Board of Directors (or Committee)
without regard to the existing option price.

5.      Option Price.
        .............

        (a)  The purchase price of the Common Stock underlying each
option shall be determined by the Board of Directors (or Committee),
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 Board of Directors
(or Committee) 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
Board of Directors (or Committee) 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.  For purposes of the Plan, the
date of grant of an option shall be the date specified by the Board of
Directors (or Committee) at the time it grants such option; provided,
however, such date shall not be prior to the date on which the Board of
Directors (or Committee) 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
paragraph 5(b).

6.       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 2 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 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 shares underlying
the options, 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 registered under
the Act, and (ii) payment in full of the purchase price of the shares
being purchased.  Payment may be made in cash; by certified check payable
to the order of the Company in the amount of such purchase price; by
delivery to the Company of shares of Common Stock having a fair market
value equal to such purchase price; 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 optionee; or by any combination of
such methods of payment.

7.     Term of Options.
       ................

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

8.     Non-Transferability of Options.
       ...............................

       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 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), and an option shall be exercisable during
the lifetime of the holder thereof only by such holder.

9.     Termination of Services.
       ........................

       If an employee, officer, or director to whom an option has been
granted under the Plan shall cease to be an employee, officer, or
director of the Company or a Subsidiary by reason of a termination of
such relationship without cause and other than by reason of death or
disability, such holder may exercise such option at any time prior to the
expiration date of the option or within three months after the date of
termination, whichever is earlier, but only to the extent the holder had
the right to exercise such option on the date of termination.  If an
employee, officer, or director to whom an option has been granted under
the Plan shall cease to be an employee, officer, or director of the
Company or a Subsidiary by reason of a termination of such relationship
for cause and other than by reason of death or disability, such options
shall terminate, lapse, and expire forthwith and automatically.  So long
as the holder of an option shall continue to be in the employ, or
continue to be a director, of the Company or one or more of its
Subsidiaries, such holder's option shall not be affected by any change of
duties or position.  Absence on leave approved by the employing
corporation shall not be considered an interruption of employment for any
purpose under the Plan.  The granting of an option in any one year shall
not give the holder of the option 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 interfere in any way with the right of the
Company or any such Subsidiary to terminate such holder's employment or
services at any time.  Notwithstanding the foregoing, no option may be
exercised after ten years from the date of its grant.

10.     Disability of Holder of Option.
        ...............................

        If any employee, officer, or director to whom an option has been
granted under the Plan shall cease to be an employee, officer, or
director of the Company or a Subsidiary by reason of disability, such
holder may exercise such option 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 the holder had the
right to exercise such option on the date of termination. Notwithstanding
the foregoing, no option may be exercised after ten years from the date
of its grant.  For the purposes of the Plan, "disability" shall mean
"permanent and total disability" as defined in Section 22(e)(3) of the
Code.

11.     Death of Holder of Option.
        ..........................

        If any employee, officer, or director to whom an option has been
granted under the Plan shall cease to be an employee, officer, or
director of the Company or a Subsidiary by reason of death, or such
holder of an option shall die within three months after termination, or
in the case of the death of an advisor or consultant to whom an option
has been granted under the Plan, the option may be exercised by the
person or persons to whom the optionee's rights under the option are
transferred by will or by the laws of descent and distribution at any
time prior to the expiration date of the option or, in the case of an
employee, officer, or director, within three months from the date of
death, whichever is earlier, but only to the extent the holder of the
option had the right to exercise such option on the date of such
termination.  Notwithstanding the foregoing, no option may be exercised
after ten years from the date of its grant.

12.     Adjustments Upon Changes in Capitalization.
        ...........................................

        (a)  If the shares of Common Stock outstanding are changed in
number, kind, or class by reason of a stock split, combination, merger,
consolidation, reorganization, reclassification, exchange, or any capital
adjustment, including a stock dividend, or if any distribution is made to
stockholders other than a cash dividend and the Board of Directors (or
Committee) deems it appropriate to make an adjustment, then (i) the
aggregate number and class of shares that may be issued or transferred
pursuant to Section 2, (ii) the number and class of shares which are
issuable under outstanding options, and (iii) the purchase price to be
paid per share under outstanding options, shall be adjusted as
hereinafter provided.

        (b)  Adjustments under this Section 12 shall be made in a propor-
tionate and equitable manner by the Board of Directors (or Committee),
whose determination as to what adjustments shall be made, and the extent
thereof, shall be final, binding, and conclusive.  In the event that a
fraction of a share results from the foregoing adjustment, said fraction
shall be eliminated and the price per share of the remaining shares
subject to the option adjusted accordingly.

        (c)   In the event of a liquidation of the Company, or a merger,
reorganization, or consolidation of the Company with any other
corporation in which the Company is not the surviving corporation or the
Company becomes a wholly-owned subsidiary of another corporation, any
unexercised options theretofore granted under the Plan shall be deemed
canceled unless the surviving corporation in any such merger,
reorganization, or consolidation elects to assume the options under the
Plan or to issue substitute options in place thereof; provided, however,
if such options would otherwise be canceled in accordance with the
foregoing, the optionee shall have the right, exercisable during a ten-
   day period immediately prior to such liquidation, merger, or
consolidation, to exercise the option, in whole or in part. 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.

13.     Vesting of Rights Under Options.
        ................................

        Nothing contained in the Plan or in any resolution adopted or to
be adopted by the Board of Directors (or Committee) 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.

14.     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 the date of
issuance of a stock certificate to such holder for such shares.

15.     Termination and Amendment.
        ..........................

        The Plan was adopted by the Board of Directors on April 9, 1998,
subject, with respect to the validation of Incentive Stock Options
granted under the Plan, to approval of the Plan by the stockholders of
the Company at the next Meeting of Stockholders or, in lieu thereof, by
written consent.  If the approval of stockholders is not obtained prior
to April 8, 1999, any grants of Incentive Stock Options under the Plan
made prior to that date will be rescinded.  The Plan shall expire at the
end of the day on April 8, 2008 (except as to options outstanding on that
date).  Options may be granted under the Plan prior to the date of
stockholder approval of the Plan.  The Board of Directors (or Committee)
may terminate or amend the Plan in any respect at any time, except that,
without the approval of the stockholders obtained within 12 months before
or after the Board of Directors (or Committee) 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 paragraph 12); (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 paragraph 12), and (d) the expiration date of
the Plan may not be extended.  Except as otherwise provided in this
paragraph 15, in no event may action of the Board of Directors (or
Committee) or stockholders alter or impair the rights of an optionee,
without such optionee's consent, under any option previously granted to
such optionee.

16.     Modification, Extension and Renewal of Options.
        ...............................................
        Subject to the terms and conditions and within the limitations of
the Plan, the Board of Directors (or Committee) 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.

17.     Conversion of Incentive Stock Options into Non-Qualified Options.
        .................................................................
        Without the prior written consent of the holder of an Incentive
Stock Option, the Board of Directors (or Committee) 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 of Directors (or Committee), at the written request or with the
written consent of any optionee, may in its discretion take such actions
as may be necessary to convert such optionee'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 optionee is an employee of the Company 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 of Directors (or Committee) (with the
consent of the optionee) may impose such conditions on the exercise of
the resulting Non-Incentive Stock Options as the Board of Directors (or
Committee) 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 optionee the right to have such optionee's Incentive
Stock Options converted into Non-Incentive Stock Options, and no such
conversion shall occur until and unless the Board of Directors (or
Committee) takes appropriate action.

18.     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 of
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 Board of Directors (or Committee) 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 optionee's making
satisfactory arrangement for such withholding.  Such arrangement may
include payment by the optionee in cash or by check of the amount of the
withholding taxes or, at the discretion of the Board of Directors (or
Committee), by the optionee's delivery of previously held 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.

19.     Indemnification.
        ................

        In addition to such other rights of indemnification as they may
have as members of the Board of Directors (or Committee), the members of
the Board of Directors (or Committee) 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 member 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.

20.     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.



                                                           EXHIBIT 23(a)
                                                           .............

                      CONSENT OF INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Excel Technology, Inc. 1998 Stock
Option Plan of our report dated January 21, 2001, with respect to the
consolidated financial statements and schedule of Excel Technology, Inc.
and Subsidiaries included in its Annual Report (Form 10-K) for the year
ended December 31, 2000, filed with the Securities and Exchange
Commission.

                                             /s/ Ernst & Young LLP
                                             .....................

Melville, New York
April 20, 2001


                                                            EXHIBIT 23(b)
                                                            .............



                      CONSENT OF INDEPENDENT AUDITORS


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 21, 2000, relating to the consolidated balance sheet of Excel
Technology, Inc. and subsidiaries as of December 31, 1999 and the related
consolidated statements of earnings, stockholders' equity and cash flows
and the related financial statement schedule for each of the years in the
two-year period ended December 31, 1999, which report appears in the
December 31, 2000 annual report on Form 10-K of Excel Technology, Inc.


                                                          /s/ KPMG LLP


Melville, New York
April 20, 2001
[{"type": "S-8", "sequence": "1", "filename": "s8.txt", "description": "1998 STOCK OPTION PLAN", "secsgml_size_bytes": 44285}]
{"company-data": {"conformed-name": "EXCEL TECHNOLOGY INC", "cik": "0000873603", "assigned-sic": "3690", "irs-number": "112780242", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59340", "film-number": "1608051"}, "business-address": {"street1": "45 RESEARCH WAY", "city": "E SETUAKET", "state": "NY", "zip": "11733", "phone": "5162736900"}, "mail-address": {"street1": "45 ADAMS AVENUE", "city": "HAUPPAUGE", "state": "NY", "zip": "11788"}}
As filed with the Securities and Exchange Commission on April 20, 2001
                                      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 1998 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) 784-6100
                              .............
       (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

                                 Proposed      Proposed
                                  maximum       maximum
      Title of                   offering      aggregate       Amount of
   securities to   Amount to be   price        offering      registration
   be registered  registered (1) per share       price            fee
   .............  .............. .........  ..............   ............
   Common Stock,     1,000,000       (2)    $19,863,366 (2)      $4,966
   par value
 $.001 per share
 ("Common Stock")
 ..........................................................................

(1)  Represents shares of common stock issuable under the Excel
     Technology 1998 Stock Option Plan (the "Plan").  Also covered hereby
     are such additional shares as may be issuable in accordance with the
     terms of the Plan as stock dividends or in the event of a stock
     split, reorganization, merger, recapitalization, or similar event
     affecting the 1,000,000 shares being registered.

(2)  Pursuant to Rule 457(h), the proposed maximum offering price per
     share and the proposed maximum aggregate offering price have been
     calculated (a) with respect to 505,550 shares, on the basis of
     $19.32, the average of the high and low prices of the Common Stock as
     quoted on Nasdaq National Market System on April 12, 2001, and
     (b) with respect to 494,450 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, 2000;

         (b)  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 20,000 shares of
common stock and options to purchase 10,000 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

 10       Excel Technology, Inc. 1998 Stock Option Plan        10

 23(a)    Consent of Ernst & Young LLP                         18

 23(b)    Consent of KPMG LLP                                  19

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

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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

                               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 April, 2001.

                                 EXCEL TECHNOLOGY, INC.

                                 By:   /s/ Antoine Dominic
                                       .........................
                                       Antoine Dominic,
                                       Chief Executive Officer
                                      (Principal 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                    Director          April 20, 2001
 .....................
    J. Donald Hill

/s/ Antoine Dominic                   Director          April 20, 2001
 .....................
    Antoine Dominic

/s/ Steven Georgiev                   Director          April 20, 2001
 .....................
    Steven Georgiev

/s/ Howard S. Breslow                 Director          April 20, 2001
 .....................
    Howard S. Breslow

/s/ Joseph A. Ortego                  Director           April 20, 2001
 .....................
    Joseph A. Ortego

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

 10       Excel Technology, Inc. 1998 Stock Option Plan        10

 23(a)    Consent of Ernst & Young LLP                         18

 23(b)    Consent of KPMG LLP                                  19

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

                                                                 EXHIBIT 5
                                                                 .........
April 20, 2001

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

Gentlemen:

     It is our opinion that the sale of the securities being registered
with the Securities and Exchange Commission pursuant to the Registration
Statement of Excel Technology, Inc. (the "Company") on Form S-8, which
securities are to be offered to the Company's employees, directors,
consultants and advisors pursuant to the Company's 1998 Stock Option Plan,
will, when sold and paid for, be validly issued, fully paid and non-
assessable.

     We consent to the filing of this opinion as an exhibit of the
aforesaid 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 Securities and Exchange Commission issued thereunder with respect to
any part of the Registration Statement, including this opinion, as an
exhibit or otherwise.

                                   Sincerely,

                                   /s/ Breslow & Walker, LLP
                                   .........................
                                   Breslow & Walker, LLP

                                                       EXHIBIT 10

                         EXCEL TECHNOLOGY, INC.
                         1998 STOCK OPTION PLAN

1.       Purpose of Plan.
         ................
         The purpose of this 1998 Stock Option Plan (the "Plan") is to
further the growth and development of Excel Technology, Inc. (the
"Company") by encouraging and enabling employees, officers, and directors
of, and consultants and advisors to, the Company to obtain a proprietary
interest in the Company through the ownership of stock (thereby providing
such persons with an added incentive to continue in the employ or service
of the Company and to stimulate 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.

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

        Subject to the provisions of Section 12 hereof, an aggregate of
1,000,000 shares of the common stock, par value $.001 per share, of the
Company ("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.  As the Board of Directors of the Company ("Board of Directors")
shall from time to time determine, such 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, the
unpurchased shares underlying such option shall (unless the Plan shall
have been terminated) again be available for issuance pursuant to the
Plan.

3.      Administration.
        ...............

        (a)  The Board of Directors shall administer the Plan and,
subject to the provisions of the Plan, shall have 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 of
Directors 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 of Directors in
its sole discretion shall deem relevant.  Subject to the express
provisions of the Plan, the Board of Directors 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 of Directors may, at its discretion, in accordance
with the provisions of Article III, Section 7 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 3(a), as the Board of
Directors shall confer and delegate.  The Board of Directors 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 time 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 of Directors 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.

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
subsidiary corporation (as defined in Section 425 of the Internal Revenue
Code of 1986, as amended (the "Code"), a "Subsidiary") as the Board of
Directors (or Committee) shall select from time to time from among those
nominated by the Board of Directors (or Committee).  For the purposes of
the Plan, options only may be granted to those consultants and advisors
who shall render bona fide services to the Company 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 on the date of the grant shall be designated a Non-
Incentive Stock Option.

        (b)  The Board of Directors (or Committee) 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 canceled in
connection with the issuance of new options.  The purchase price of the
new options may be established by the Board of Directors (or Committee)
without regard to the existing option price.

5.      Option Price.
        .............

        (a)  The purchase price of the Common Stock underlying each
option shall be determined by the Board of Directors (or Committee),
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 Board of Directors
(or Committee) 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
Board of Directors (or Committee) 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.  For purposes of the Plan, the
date of grant of an option shall be the date specified by the Board of
Directors (or Committee) at the time it grants such option; provided,
however, such date shall not be prior to the date on which the Board of
Directors (or Committee) 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
paragraph 5(b).

6.       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 2 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 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 shares underlying
the options, 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 registered under
the Act, and (ii) payment in full of the purchase price of the shares
being purchased.  Payment may be made in cash; by certified check payable
to the order of the Company in the amount of such purchase price; by
delivery to the Company of shares of Common Stock having a fair market
value equal to such purchase price; 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 optionee; or by any combination of
such methods of payment.

7.     Term of Options.
       ................

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

8.     Non-Transferability of Options.
       ...............................

       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 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), and an option shall be exercisable during
the lifetime of the holder thereof only by such holder.

9.     Termination of Services.
       ........................

       If an employee, officer, or director to whom an option has been
granted under the Plan shall cease to be an employee, officer, or
director of the Company or a Subsidiary by reason of a termination of
such relationship without cause and other than by reason of death or
disability, such holder may exercise such option at any time prior to the
expiration date of the option or within three months after the date of
termination, whichever is earlier, but only to the extent the holder had
the right to exercise such option on the date of termination.  If an
employee, officer, or director to whom an option has been granted under
the Plan shall cease to be an employee, officer, or director of the
Company or a Subsidiary by reason of a termination of such relationship
for cause and other than by reason of death or disability, such options
shall terminate, lapse, and expire forthwith and automatically.  So long
as the holder of an option shall continue to be in the employ, or
continue to be a director, of the Company or one or more of its
Subsidiaries, such holder's option shall not be affected by any change of
duties or position.  Absence on leave approved by the employing
corporation shall not be considered an interruption of employment for any
purpose under the Plan.  The granting of an option in any one year shall
not give the holder of the option 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 interfere in any way with the right of the
Company or any such Subsidiary to terminate such holder's employment or
services at any time.  Notwithstanding the foregoing, no option may be
exercised after ten years from the date of its grant.

10.     Disability of Holder of Option.
        ...............................

        If any employee, officer, or director to whom an option has been
granted under the Plan shall cease to be an employee, officer, or
director of the Company or a Subsidiary by reason of disability, such
holder may exercise such option 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 the holder had the
right to exercise such option on the date of termination. Notwithstanding
the foregoing, no option may be exercised after ten years from the date
of its grant.  For the purposes of the Plan, "disability" shall mean
"permanent and total disability" as defined in Section 22(e)(3) of the
Code.

11.     Death of Holder of Option.
        ..........................

        If any employee, officer, or director to whom an option has been
granted under the Plan shall cease to be an employee, officer, or
director of the Company or a Subsidiary by reason of death, or such
holder of an option shall die within three months after termination, or
in the case of the death of an advisor or consultant to whom an option
has been granted under the Plan, the option may be exercised by the
person or persons to whom the optionee's rights under the option are
transferred by will or by the laws of descent and distribution at any
time prior to the expiration date of the option or, in the case of an
employee, officer, or director, within three months from the date of
death, whichever is earlier, but only to the extent the holder of the
option had the right to exercise such option on the date of such
termination.  Notwithstanding the foregoing, no option may be exercised
after ten years from the date of its grant.

12.     Adjustments Upon Changes in Capitalization.
        ...........................................

        (a)  If the shares of Common Stock outstanding are changed in
number, kind, or class by reason of a stock split, combination, merger,
consolidation, reorganization, reclassification, exchange, or any capital
adjustment, including a stock dividend, or if any distribution is made to
stockholders other than a cash dividend and the Board of Directors (or
Committee) deems it appropriate to make an adjustment, then (i) the
aggregate number and class of shares that may be issued or transferred
pursuant to Section 2, (ii) the number and class of shares which are
issuable under outstanding options, and (iii) the purchase price to be
paid per share under outstanding options, shall be adjusted as
hereinafter provided.

        (b)  Adjustments under this Section 12 shall be made in a propor-
tionate and equitable manner by the Board of Directors (or Committee),
whose determination as to what adjustments shall be made, and the extent
thereof, shall be final, binding, and conclusive.  In the event that a
fraction of a share results from the foregoing adjustment, said fraction
shall be eliminated and the price per share of the remaining shares
subject to the option adjusted accordingly.

        (c)   In the event of a liquidation of the Company, or a merger,
reorganization, or consolidation of the Company with any other
corporation in which the Company is not the surviving corporation or the
Company becomes a wholly-owned subsidiary of another corporation, any
unexercised options theretofore granted under the Plan shall be deemed
canceled unless the surviving corporation in any such merger,
reorganization, or consolidation elects to assume the options under the
Plan or to issue substitute options in place thereof; provided, however,
if such options would otherwise be canceled in accordance with the
foregoing, the optionee shall have the right, exercisable during a ten-
   day period immediately prior to such liquidation, merger, or
consolidation, to exercise the option, in whole or in part. 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.

13.     Vesting of Rights Under Options.
        ................................

        Nothing contained in the Plan or in any resolution adopted or to
be adopted by the Board of Directors (or Committee) 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.

14.     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 the date of
issuance of a stock certificate to such holder for such shares.

15.     Termination and Amendment.
        ..........................

        The Plan was adopted by the Board of Directors on April 9, 1998,
subject, with respect to the validation of Incentive Stock Options
granted under the Plan, to approval of the Plan by the stockholders of
the Company at the next Meeting of Stockholders or, in lieu thereof, by
written consent.  If the approval of stockholders is not obtained prior
to April 8, 1999, any grants of Incentive Stock Options under the Plan
made prior to that date will be rescinded.  The Plan shall expire at the
end of the day on April 8, 2008 (except as to options outstanding on that
date).  Options may be granted under the Plan prior to the date of
stockholder approval of the Plan.  The Board of Directors (or Committee)
may terminate or amend the Plan in any respect at any time, except that,
without the approval of the stockholders obtained within 12 months before
or after the Board of Directors (or Committee) 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 paragraph 12); (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 paragraph 12), and (d) the expiration date of
the Plan may not be extended.  Except as otherwise provided in this
paragraph 15, in no event may action of the Board of Directors (or
Committee) or stockholders alter or impair the rights of an optionee,
without such optionee's consent, under any option previously granted to
such optionee.

16.     Modification, Extension and Renewal of Options.
        ...............................................
        Subject to the terms and conditions and within the limitations of
the Plan, the Board of Directors (or Committee) 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.

17.     Conversion of Incentive Stock Options into Non-Qualified Options.
        .................................................................
        Without the prior written consent of the holder of an Incentive
Stock Option, the Board of Directors (or Committee) 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 of Directors (or Committee), at the written request or with the
written consent of any optionee, may in its discretion take such actions
as may be necessary to convert such optionee'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 optionee is an employee of the Company 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 of Directors (or Committee) (with the
consent of the optionee) may impose such conditions on the exercise of
the resulting Non-Incentive Stock Options as the Board of Directors (or
Committee) 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 optionee the right to have such optionee's Incentive
Stock Options converted into Non-Incentive Stock Options, and no such
conversion shall occur until and unless the Board of Directors (or
Committee) takes appropriate action.

18.     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 of
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 Board of Directors (or Committee) 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 optionee's making
satisfactory arrangement for such withholding.  Such arrangement may
include payment by the optionee in cash or by check of the amount of the
withholding taxes or, at the discretion of the Board of Directors (or
Committee), by the optionee's delivery of previously held 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.

19.     Indemnification.
        ................

        In addition to such other rights of indemnification as they may
have as members of the Board of Directors (or Committee), the members of
the Board of Directors (or Committee) 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 member 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.

20.     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.

                                                           EXHIBIT 23(a)
                                                           .............

                      CONSENT OF INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Excel Technology, Inc. 1998 Stock
Option Plan of our report dated January 21, 2001, with respect to the
consolidated financial statements and schedule of Excel Technology, Inc.
and Subsidiaries included in its Annual Report (Form 10-K) for the year
ended December 31, 2000, filed with the Securities and Exchange
Commission.

                                             /s/ Ernst & Young LLP
                                             .....................

Melville, New York
April 20, 2001

                                                            EXHIBIT 23(b)
                                                            .............

                      CONSENT OF INDEPENDENT AUDITORS

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 21, 2000, relating to the consolidated balance sheet of Excel
Technology, Inc. and subsidiaries as of December 31, 1999 and the related
consolidated statements of earnings, stockholders' equity and cash flows
and the related financial statement schedule for each of the years in the
two-year period ended December 31, 1999, which report appears in the
December 31, 2000 annual report on Form 10-K of Excel Technology, Inc.

                                                          /s/ KPMG LLP

Melville, New York
April 20, 2001