UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

                                 Amendment No. 2

                  [X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                           THE SECURITIES EXCHANGE ACT OF 1934 For the
                           fiscal year ended December 31, 2000, or

                  [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR
                           15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For
                           the transition period from ____ to _____

Commission file number: 0-13012

ESC MEDICAL SYSTEMS LTD.
(Exact name of registrant as specified in its charter)


             Israel                                    N.A.
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)


     P.O. Box 240, Yokneam, Israel                                   20692
(Address of principal executive offices)                           (Zip Code)

Registrant's telephone number, including area code: 972-4-959-9000

Securities Registered pursuant to Section 12(b) of the Act:  None.

Title of Each Class                             Name of Each Exchange on Which
                                                Registered
None                                                              None

Securities registered pursuant to Section 12(g)of the Act:

      Ordinary Shares, NIS 0.10 par value per share
                        (Title of Class)

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. Yes X No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]

The number of Ordinary Shares, NIS 0.10 par value per share, of the registrant
outstanding as of April 30, 2001 was 33,062,993.


<PAGE>

The aggregate market value of the Ordinary Shares held by non-affiliates of the
registrant, based on the closing price of the Ordinary Shares on March 23, 2001
as reported on the Nasdaq National Market, was approximately $741,060,684.36.
Ordinary Shares held by each current executive officer and director and by each
person who is known by the registrant to own 5% or more of the outstanding
Ordinary Shares have been excluded from this computation in that such persons
may be deemed to be affiliates of the Company. Share ownership information of
certain persons known by the Company to own greater than 5% of the outstanding
common stock for purposes of the preceding calculation is based solely on
information on Schedule 13-G filed with the Commission and is as of December 31,
2000. This determination of affiliate status is not a conclusive determination
for other purposes.

                       Documents Incorporated by Reference

None.


     ESC Medical Systems Ltd. (the "Company" or "ESC") hereby further amends and
restates in its entirety the following item of its Annual Report on Form 10-K
for the fiscal year ended December 31, 2000 filed with the Securities and
Exchange Commission on March 30, 2001, as previously amended on April 30, 2001.

---------------------------------------------
Item No.     Part III

---------------------------------------------
12           Security Ownership of Certain
             Beneficial Owners and Management
---------------------------------------------

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth information regarding beneficial ownership
of the Company's Ordinary Shares as of April 30, 2001 by (i) each person who is
the beneficial owner of more than 5% of the outstanding Ordinary Shares, (ii)
all directors of the Company, (iii) the Company's Chief Executive Officer and
four most highly compensated executive officers, and (iv) all directors and
executive officers as a group. The Company had approximately 33,062,993 ordinary
shares outstanding as of April 30, 2001. Pursuant to an Asset Purchase
Agreement, dated as of February 25, 2001, by and among ESC, Energy Systems
Holdings, Inc., and Coherent, Inc. ("Coherent"), on April 30, 2001 Coherent
acquired 5,432,099 ordinary shares of ESC in exchange for certain of its assets,
principally relating to its Medical Group.


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<PAGE>

<TABLE>
<CAPTION>
      ------------------------------------------------------------------------------------------------
      Beneficial Owner           Shares Owned       Options             Total
                                                    Exercisable         Beneficial         Percentage
                                                    within 60 days      Ownership          Ownership
      ================================================================================================
<S>                  <C>         <C>                <C>                 <C>                <C>
      Coherent, Inc. (1)         5,432,099          0                   5,432,099          16.43%

      Provident Investment       3,053,917          0                   3,053,917          9.24%
      Counsel  (2)

      Arie Genger (3)            2,279,757          500,000             2,779,757          8.28%

      Barnard Gottstein (4)      1,939,634          0                   1,939,634          5.87%

      Aharon Dovrat              0                  20,000              20,000             *

      Jacob A. Frenkel           10,000             400,000             410,000            1.23%

      Philip Friedman            25,000             40,000              65,000             *

      Thomas Hardy               91,515             0                   91,515             *

      Darrell S. Rigel           6,000              40,000              46,000             *

      Sash A. Spencer            11,000             40,000              51,000             *

      Mark H. Tabak              0                  40,000              40,000             *

      Zehev Tadmor               0                  20,000              20,000             *

      Yacha Sutton               225,000            198,005             423,005            1.27%

      Louis Scafuri              5,000              445,000             450,000            1.34%

      Alon Maor                  0                  100,000             100,000            *

      Peter D'Errico             2,000              20,000              22,000             *

      Raphael Werner             0                  9,000               9,000              *

      All directors and          525,415            1,449,005           1,974,420          5.72%
      executive officers as a
      group (22 persons)
</TABLE>

     ---------------

*    Less than 1%.

(1)  The address of Coherent is 5100 Patrick Henry Drive, Santa Clara,
     California 95054.

(2)  The address of Provident Investment Counsel is 300 North Lake Avenue,
     Pasadena, CA 91101-4022.


                                      -3-
<PAGE>

(3)  The address of Mr. Arie Genger is 375 Park Avenue, New York, New York
     10152. The 2,279,757 shares include (a) 59,210 shares held directly by Mr.
     Genger, (b) 2,176,547 shares held by corporations directly or indirectly
     controlled by Mr. Genger, which controlled corporations might be deemed to
     share voting and investment power with Mr. Genger as to these shares, (c)
     40,000 shares owned by a trust for the benefit of a minor child of a third
     party of which Mr. Genger is sole trustee, as to which Mr. Genger disclaims
     beneficial ownership and (d) 4,000 shares beneficially owned by Mr.
     Genger's spouse, as to which Mr. Genger disclaims beneficial ownership.

(4)  The address of Mr. Gottstein is 550 West 7th Avenue, Suite 1540, Anchorage,
     Alaska 99501.


Dated: May 16, 2001

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

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

/s/ Jacob A. Frenkel              Chairman of the           May 16, 2001
Prof. Jacob A. Frenkel           Board of Directors

/s/ Aharon Dovrat                     Director              May 16, 2001
Mr. Aharon Dovrat

/s/ Philip Friedman                   Director              May 16, 2001
Mr. Philip Friedman

/s/ Thomas G. Hardy                   Director              May 16, 2001
Mr. Thomas G. Hardy

/s/ Darrell S. Rigel                  Director              May 16, 2001
Prof. Darrell S. Rigel

/s/ S.A. Spencer                      Director              May 16, 2001
Mr. S.A. Spencer

/s/ Mark H. Tabak                     Director              May 16, 2001
Mr. Mark H. Tabak

/s/ Zehev Tadmor                      Director              May 16, 2001
Prof. Zehev Tadmor

/s/ Yacha Sutton              Chief Executive Officer       May 16, 2001
Mr. Yacha Sutton           (Principal Executive Officer)

/s/ Sagi Genger               Chief Financial Officer       May 16, 2001
Mr. Sagi Genger            (Principal Financial Officer)


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