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# UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549

FORM 20-F/A (Amendment No. 1)

(Mark One)

|o | Registration
statement pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------------

or

|x | Annual
report pursuant to Section 13 or 15(d) of the Securities Exchange Act of           1934
|- | ----------------------------------------------------------------------------------------------

For the fiscal year ended December
31, 2008

or

|o | Transition
report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------

or

|o | Shell
Company report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
|- | --------------------------------------------------------------------------------------------

Date of event requiring this shall Company report ___________

For the transition period from ________ to ________

Commission file number
000-30664

Camtek Ltd.(Exact name of Registrant as specified in its charter)

Israel(Jurisdiction of incorporation or organization)

Ramat Gavriel
Industrial Zone, P.O. BOX 544, Migdal HaEmek, Israel (Address
of principal executive offices)

Mira Rosenzweig, Telephone: (972) (4) 6048100, Facsimile: (972) (4) 6048300, E-mail:
mirar@camtek.co.il Ramat Gavriel
Industrial Zone, P.O. BOX 544, Migdal HaEmek, Israel (Name, Telephone, E-Mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:Ordinary Shares, nominal value NIS 0.01 per share(Title of each Class)

Nasdaq Global Market(Name of each Exchange on which registered)



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Securities
registered or to be registered pursuant to Section 12(g) of the Act:None(Title of Class)

Securities for
which there is a reporting obligation pursuant to Section 15(d) of the Act:None(Title of Class)

Indicate the number of outstanding
shares of each of the issuers classes of capital or common stock as of the close of
the period covered by the annual report: 29,135,108 Ordinary Shares, par value NIS 0.01
per share

Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

o Yes              x No

If this report is an annual or
transition report, indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

o Yes             x  No

Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

x Yes     o No

Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).

o Yes               o No

Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act.

o Large Accelerated Filer               o Accelerated Filer      x Non-Accelerated Filer

Indicate by check mark which basis of
accounting the registrant has used to prepare the financial statements included in this
filing:

|          |                                             |        
|--------- | ------------------------------------------- | -------
|
|
|
|
|US GAAP x | International Financial Reporting Standards | Other o
|          | as issued by the International             
|          | Accounting Standards Board o               

If
Other has been checked in response to the previous question, indicate by check
mark which financial statement item the registrant has elected to follow.

Item 17 o Item 18 o

If this is an annual report, indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).

o Yes           x No



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# EXPLANATORY NOTE

This
Amendment No. 1 to the Annual Report on Form 20-F (the Annual Report) is being
filed by Camtek Ltd. (the Registrant) with the Securities and Exchange
Commission for the sole purpose of correcting a clerical error under the caption
Related Party Transactions in Item 7 relating to our purchases of materials
from, and revenues from sales to, Priortech Ltd. and its affiliates, which information was
accurately disclosed in Note 20 to the financial statements set forth in Item 18 of the
Annual Report.

This
Amendment No. 1 consists of a cover page, this explanatory note, Item 7 as amended, the
exhibit index, the signature page and the required certifications of the principal
executive officer and principal financial officer of the Registrant.

Other
than expressly set forth herein, this Amendment No. 1 does not, and does not purport to,
amend or restate any other information contained in the Annual Report nor does this
Amendment No. 1 reflect any events that have occurred after the Annual Report was filed.



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|Item 7. |  | Major Shareholders and Related Party Transactions.
|------- |  | --------------------------------------------------

|A. | Major
Shareholders.
|-- | -------------------

The
following table provides information regarding the beneficial ownership of our ordinary
shares as of March 31, 2009, as to each person or entity who beneficially owns more than
5.0% of our outstanding ordinary shares. None of these shareholders has different voting
rights than any of the Companys other shareholders.

Beneficial
ownership is determined in accordance with the rules of the SEC and generally means sole
or shared power to vote or direct the voting or to dispose or direct the disposition of
any ordinary shares. Except as indicated by footnote, the person named in the table below
has sole voting and investment power with respect to all ordinary shares shown as
beneficially owned by it. The percentage of beneficial ownership is based upon 29,135,108
ordinary shares outstanding as of March 31, 2009.

|               | Beneficial Ownership
|-------------- | --------------------
|
|
|
|
|Priortech Ltd. |                     

*A
majority of the voting equity in Priortech Ltd. is subject to a voting agreement. As a
result of this agreement, Messrs. Rafi Amit, Yotam Stern and Itzhak Krell may be deemed to
control Priortech Ltd. The voting agreement does not provide for different voting rights
for our major shareholder than the voting rights of other holders of our ordinary shares.
Priortechs principal executive offices are located at South Industrial Zone, Migdal
HaEmek 23150, Israel.

As
of March 31, 2009, there were a total of 9 holders of record of our issued and outstanding
ordinary shares, of which 7 were registered with addresses in the United States. Such
United States holders were, as of such date, the holders of record of approximately 36.1%
of our issued and outstanding ordinary shares. The number of record holders in the United
States is not representative of where such beneficial holders are resident because many of
these ordinary shares were held of record by brokers or other nominees.

|B. | Related
Party Transactions.
|-- | ---------------------------

# Ordinary Course
Transactions and Activities with Priortech and its Affiliates

From
time to time we have entered into transactions in the ordinary course of business with
Priortech and its affiliates. Our purchases of materials, such as PCBs and assembled PCBs
from Priortech and its affiliates, totaled $1,803,000, $1,876,000 and $3,244,000 in 2008,
2007 and 2006, respectively. In addition, we purchase bare PCBs and assembled PCBs from a
Priortech subsidiary for the development and manufacture of our systems so long as the
price charged and other payment terms is comparable to the best offer we could obtain from
a third party. Our total revenues from sales to affiliates of Priortech totaled $467,000,
$27,000 and $407,000 in 2008, 2007 and 2006, respectively. We act jointly with Priortech
with regard to various governmental, administrative and commercial matters, which we
believe is to the mutual advantage of both parties. Unpaid balances between Priortech and
its subsidiaries in Israel and us bear interest at 5.5%. As of December 31, 2008, the
remaining balance Priortech and its affiliates owed us under transactions made in the
ordinary course of business with them was $376,000.We believe that these transactions and
activities were conducted on terms and conditions as favorable to us as those which we
could have entered into with unaffiliated third parties.



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# Registration Rights
Agreement with Priortech

On
March 1, 2004, we entered into a registration rights agreement providing for us to
register with the SEC certain of our ordinary shares held by Priortech. This registration
rights agreement may be used in connection with future offerings of our ordinary shares,
and includes, among others, the following terms: (a) Priortech is entitled to make up
to three demands that we register our ordinary shares held by Priortech, subject to delay
due to market conditions; (b) Priortech will be entitled to participate and sell our
ordinary shares in any future registration statements initiated by us, subject to delay
due to market conditions; (c) we will indemnify Priortech in connection with any
liabilities incurred in connection with such registration statements due to any
misstatements or omissions other than information provided by Priortech, and Priortech
will indemnify us in connection with any liabilities incurred in connection with such
registration statements due to any misstatements or omissions in written statements by
Priortech made for the purpose of their inclusion in such registration statements; and
(d) we will pay all expenses related to registrations which we have initiated, except
for certain underwriting discounts or commissions or legal fees, and Priortech will pay
all expenses related to a registration initiated at its demand in which we are not
participating.

On
December 30, 2004, the Registration Rights Agreement with Priortech was amended. The
amendment concerns primarily the grant of unlimited shelf registration rights thereunder
to Priortech with respect to its holdings in us, and the assignability of those shelf
registration rights to its transferees.

# Employment Agreements
with Messrs. Rafi Amit and Yotam Stern

Effective
January 1, 1998, we entered into an employment agreement with Mr. Rafi Amit, our
Chief Executive Officer. Pursuant to his employment agreement, Mr. Amit may dedicate
up to 20% of his time to work for Priortech or any of the Priortech entities (for further
details see  Employment Agreements ).

Also
effective January 1, 1998, we entered into an employment agreement with
Mr. Yotam Stern, our Executive Vice President, Business & Strategy. Pursuant
to his employment agreement, Mr. Stern may dedicate up to 40% of his time to work for
Priortech or any of the Priortech entities (for further details see Employment
Agreements).

Mr. Rafi
Amit works on a full time basis for us and therefore receives a full time salary, while
Mr. Yotam Stern receives from us 60% of a full time salary. Mr. Stern is
compensated directly by each of the Priortech entities for which he works. Mr. Rafi
Amit also serves as the Chairman of Priortech, and Mr. Yotam Stern also serves as the
Chief Executive Officer and as a director of Priortech.

Messrs. Amit
and Stern do not receive any additional compensation for their service as our directors.

|C. | Interests
of Experts and Counsel.
|-- | ---------------------------------

Not
Applicable.



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|Item 19. |  | Exhibits.
|-------- |  | ---------

|Exhibit No. |  | Exhibit
|----------- |  | -------

|1.1 |  | Memorandum
of Association of Registrant (incorporated herein by reference to Exhibit 3.1 to
              Amendment No. 1 to the Registrant's Registration Statement on Form F-1,
File No. 333-12292, filed               with the Securities and Exchange Commission on
July 21, 2000).
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|1.2 |  | Articles
of Registrant (incorporated herein by reference to Exhibit 3.2 to Amendment No. 1 to the
              Registrant's Registration Statement on Form F-1, File No. 333-113208, filed
with the Securities               and Exchange Commission on April 5, 2004).
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.1 |  | Amended
and Restated Employee Share Option Plan (incorporated herein by reference to Exhibit 10.1
              to the Registrant's Registration Statement on Form S-8, File No. 333-84476,
filed with the               Securities and Exchange Commission on March 18, 2002).
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.2 |  | Amended
and Restated Subsidiary Employee Option Plan (incorporated herein by reference to Exhibit
              10.2 to the Registrant's Registration Statement on Form S-8, File No.
333-84476, filed with the               Securities and Exchange Commission on March 18,
2002).
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.3 |  | Employee
Share Option Plan - Europe (incorporated herein by reference to Exhibit 10.3 to the
              Registrant's Registration Statement on Form S-8, File No. 333-49982, filed
with the Securities and               Exchange Commission on November 15, 2000).
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.4 |  | Executive
Share Option Plan (incorporated herein by reference to Exhibit 10.4 to the Registrant's
              Registration Statement on Form S-8, File No. 333-60704, filed with the
Securities and Exchange               Commission on May 11, 2001).
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.5 |  | 2003
Share Option Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant's
              Registration Statement on Form S-8, File No. 333- 113139, filed with the
Securities and Exchange               Commission on February 27, 2004).
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.6 |  | Sub-Plan
for Grantees Subject to United States Taxation (incorporated herein by reference to
              Exhibit 10.2 to the Registrant's Registration Statement on Form S-8, File
No. 333-113139, filed               with the Securities and Exchange Commission on
February 27, 2004).
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.7 |  | Sub-Plan
for Grantees Subject to Israeli Taxation (incorporated herein by reference to Exhibit
              10.3 to the Registrant's Registration Statement on Form S- 8, File No.
333-113139, filed with the               Securities and Exchange Commission on February
27, 2004).
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.8 |  | 2007
Restricted Share Unit Plan (incorporated herein by reference to Exhibit 4.8 to the
              Registrant's Registration Statement on Form 20-F File No.000-30664 filed
with the Securities and               Exchange Commission on June 30, 2008).
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.9 |  | Form
of Indemnification Agreement (incorporated herein by reference to Exhibit 10.10 to
Amendment               No. 1 to the Registrant's Registration Statement on Form F-1,
File No. 333-12292, filed with the               Securities and Exchange Commission on
July 21, 2000).
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.10 |  | Registration
Rights Agreement, by and between the Registrant and Priortech Ltd., dated March 1,
              2004 (incorporated herein by reference to Exhibit 10.9 to Amendment No. 1
to the Registrant's               Registration Statement on Form F-1, File No.
333-113208, filed with the Securities and Exchange               Commission on April 5,
2004).
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.11 |  | Registration
Rights Amended and Restated Agreement by and between the Registrant and Priortech
              Ltd., dated December 30, 2004. (incorporated herein by reference to Exhibit
4.10 to the               Registrant's Registration Statement on Form 20-F File
No.000-30664 filed with the Securities and               Exchange Commission on June 30,
2005).
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.12 |  | Convertible
Loan Agreement, by and between the Registrant and FIMI Opportunity Fund, L.P., and
              FIMI Israel Opportunity Fund, dated August 8, 2005 (incorporated herein by
reference to Exhibit               4.11 to the Registrant's Registration Statement on
Form 20-F File No.000-30664 filed with the               Securities and Exchange
Commission on June 29, 2006).
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|8.1 |  | Subsidiaries
of the Registrant. (incorporated herein by reference to Exhibit 8.1 to the
              Registrant's Annual Report on Form 20-F File No.000-30664 filed with the
Securities and Exchange               Commission on April 8, 2009)
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|12.1 |  | Certification
of Chief Executive Officer required by Rules 13a-14(a) and Rule 15d-14(a) under the
              Securities Exchange Act of 1934, as amended.*
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|12.2 |  | Certification
of Chief Financial Officer required by Rules 13a-14(a) and Rule 15d-14(a) under the
              Securities Exchange Act of 1934, as amended.*
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|13.1 |  | Certification
of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C
              Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.*
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|15.1 |  | Consent
of Somekh Chaikin, a member firm of KPMG International. (incorporated herein by reference
              to Exhibit 15.1 to the Registrant's Annual Report on Form 20-F File
No.000-30664 filed with the               Securities and Exchange Commission on April 8,
2009)
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | English
translations from Hebrew original.
|- | ------------------------------------------

|* | Filed
herewith.
|- | ---------------



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# SIGNATURES

The
registrant hereby certifies that it meets all of the requirements for filing on Form
20-F/A and that it has duly caused and authorized the undersigned to sign this Annual
Report on its behalf.

| |  | CAMTEK LTD.By: /s/  Rafi Amit
 Rafi AmitChief Executive Officer
| |  | -----------------------------------------------------------------------------

Date: August 13, 2009



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