Exhibit 3.2

                                THE COMPANIES LAW

                           A COMPANY LIMITED BY SHARES

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

                             ARTICLES OF ASSOCIATION



                                       OF



                                  LUMENIS LTD.

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



                           AS AMENDED ON JULY 16, 2001



                                   PRELIMINARY


     1. Table "A" Excluded. The regulations contained in the second schedule to
the Companies Ordinance (New Version), 5743-1983 (the "Companies Ordinance")
shall not apply to the Company.

     2. Interpretation. In these Articles the words standing in the first column
of the table next hereinafter contained shall bear the meaning set opposite to
them respectively in the second column thereof, if not inconsistent with the
subject or context.

"The Company"                 Lumenis Ltd.

"The Statutes"                The Companies Ordinance, the Companies Law, 1999
                              (the "Companies Law") and every other Israeli law
                              in force concerning companies limited by shares
                              and affecting the Company.

"These Articles"              These Articles of Association as originally
                              drafted or as altered

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                              from time to time by Ordinary Resolution.

"The Office"                  The current registered office of the Company.

"Outside Director"            Shall have the meaning as set forth in Section 1
                              of the Companies Law.

"Office Holder"               Shall have the meaning set forth in Section 1 of
                              the Companies Law.

"Ordinary Resolution"         Shall have the meaning set forth in Article 28(a).

"Year" and "Month"            A Gregorian month or year.

     (b) Unless otherwise defined in these Articles or required by the context,
terms used herein shall have the meaning provided therefor under the Companies
Law.

     3. Amendments. These Articles may be amended or replaced at any time and
from time to time, if such amendment or replacement is recommended by the Board
of Directors, by an Ordinary Resolution, but in any other case by a resolution
approved by the holders of at least seventy-five percent (75%) of the shares
represented at a General Meeting and voted thereon.

     3A. Purpose. The purpose of the Company is to engage in any legal business.
The Company may extend reasonable donations for any proper cause.


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                                  SHARE CAPITAL

     4. Share Capital. (a) The authorized share capital of the Company is NIS
10,000,000 divided into 100,000,000 (one hundred million) Ordinary Shares, par
value NIS 0.1 per share.

          (b) The Ordinary Shares all rank pari passu in all respects.

     5. Increase of Authorized Share Capital. (a) The Company may, from time to
time, by Ordinary Resolution, whether or not all the shares then authorized have
been issued, and whether or not all the shares theretofore issued have been
called up for payment, increase its authorized share capital. Any such increase
shall be in such amount and shall be divided into shares of such nominal
amounts, and such shares shall confer such rights and preferences, and shall be
subject to such restrictions, as such Ordinary Resolution shall provide.

     (b) Except to the extent otherwise provided in such Ordinary Resolution,
any new shares included in the authorized share capital increased as aforesaid
shall be subject to all the provisions of these Articles which are applicable to
shares of such class included in the existing share capital without regard to
class (and, if such new shares are of the same class as a class of shares
included in the existing share capital, to all of the provisions which are
applicable to shares of such class included in the existing share capital).

     6. Special Rights; Modification of Rights. (a) Without prejudice to any
special rights previously conferred upon the holders of existing shares in the
Company, the Company may, from time to time, by Ordinary Resolution, provide for
shares with such preferred or deferred rights or rights of redemption or other
special rights and/or such restrictions, whether in regard to dividends, voting,
repayment of share capital or otherwise, as may be stipulated in such Ordinary
Resolution.

          (b) (i) If at any time the share capital is divided into different
     classes of shares, the rights attached to any class, unless otherwise
     provided by these


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     Articles, may be modified or abrogated by the Company, by Ordinary
     Resolution or the sanction of a Ordinary Resolution passed at a separate
     General Meeting of the holders of the shares of such class.

          (ii) The provisions of these Articles relating to General Meetings
     shall, mutatis mutandis, apply to any separate General Meeting of the
     holders of the shares of a particular class, provided, however, that the
     requisite quorum at any such separate General Meeting shall be two or more
     shareholders present in person or by proxy and holding not less than one
     third (1/3) of the issued shares of such class.

          (iii) Unless otherwise provided by these Articles, the enlargement of
     an authorized class of shares, or shares, or the issuance of additional
     shares thereof out of the authorized and unissued share capital, shall not
     be deemed, for purposes of this Article 6(b), to modify or abrogate the
     rights attached to previously issued shares of such class or of any other
     class.

     7. Consolidation, Subdivision, Cancellation and Reduction of Share Capital.

     (a) The Company may, from time to time, by Ordinary Resolution (subject,
however, to the provisions of Article 6(b) hereof and to applicable law):

          (i) consolidate and divide all or any part of its issued or unissued
     authorized share capital into shares of a per share nominal value which is
     larger than the per share nominal value of its existing shares;

          (ii) subdivide its shares (issued or unissued) or any of them, into
     shares of smaller nominal value than is fixed by the Memorandum of
     Association;


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<PAGE>

          (iii) cancel any shares which, at the date of the adoption of such
     Ordinary Resolution, have not been taken or agreed to be taken by any
     person, and diminish the amount of its share capital by the amount of the
     shares so canceled; or

          (iv) reduce its share capital in any manner, and with and subject to
     any incident authorized, and consent required, by law.

     (b) With respect to any consolidation of issued shares into shares of a
larger nominal value per share, and with respect to any other action which may
result in fractional shares, the Board of Directors may settle any difficulty
which may arise with regard thereto, as it deems fit, and, in connection with
any such consolidation or other action which could result in fractional shares,
may, without limiting its aforesaid power:

          (i) Determine, as to the holder of shares so consolidated, which
     issued shares shall be consolidated into a share of a larger nominal value
     per share.

          (ii) Allot, in contemplation of or subsequent to such consolidation or
     other action, shares or fractional shares sufficient to preclude or remove
     fractional share holdings;

          (iii) Redeem, in the case of redeemable preference shares, and subject
     to applicable law, such shares or fractional shares sufficient to preclude
     or remove fractional share holdings;

          (iv) Cause the transfer of fractional shares by certain shareholders
     of the Company to other shareholders thereof so as to most expediently
     preclude or remove any fractional shareholdings, and cause the transferees
     of such fractional shares to pay the transferors thereof the fair value
     thereof, and the Board of


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<PAGE>

     Directors is hereby authorized to act in connection with such transfer, as
     agent for the transferors and transferees of any such fractional shares,
     with full power of substitution, for the purposes of implementing the
     provisions of this sub-Article 7(b)(iv).

     8. Issuance of Share Certificates, Replacement of Lost Certificates. (a)
Share certificates shall be issued under the corporate seal of the Company and
shall bear the signature of one Director, or of any person or persons authorized
therefor by the Board of Directors.

     (b) Each shareholder shall be entitled to one numbered certificate for all
the shares of any class registered in his name, and if the Board of Directors so
approves, to several certificates, each for one or more of such shares. Each
certificate shall specify the serial numbers of the shares represented thereby
and may also specify the amount paid up thereon.

     (c) A share certificate registered in the names of two or more persons
shall be delivered to the person first named in the Register of Shareholders in
respect of such co-ownership.

     (d) A share certificate which has been defaced, lost or destroyed, may be
replaced, and the Company shall issue a new certificate to replace such defaced,
lost or destroyed certificate upon payment of such fee, and upon the furnishing
of such evidence of ownership and such indemnity, as the Board of Directors in
its discretion deems fit.

     9. Registered Holder. Except as otherwise provided in these Articles or the
Statutes, the Company shall be entitled to treat the registered holder of each
share as the absolute owner thereof, and accordingly, shall not, except as
ordered by a court of competent jurisdiction, or as required by statute, be
obligated to recognize any equitable or other claim to, or interest in, such
share on the part of any other person.


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<PAGE>

     10. Allotment and Repurchase of Shares. (a) The unissued shares from time
to time shall be under the control of the Board of Directors, who shall have the
power to allot, issue or otherwise dispose of shares to such persons, on such
terms and conditions (including inter alia terms relating to calls set forth in
Article 12(f) hereof), and either at par or at a premium, or subject to the
provisions of the Companies Law, at a discount and/or with payment of
commission, and at such times, as the Board of Directors deems fit, and the
power to give to any person the option to acquire from the Company any shares,
either at par or at a premium, or, subject as aforesaid, at a discount and/or
with payment of commission, during such time and for such consideration as the
Board of Directors deems fit.

     (b) The Company may at any time and from time to time, subject to the
Companies Law, purchase back or finance the purchase of any shares or other
securities issued by the Company, in such manner and under such terms as the
Board of Directors shall determine, whether from any one or more shareholders.
Such purchase shall not be deemed as payment of dividends and no shareholder
will have the right to require the Company to purchase his shares or offer to
purchase shares from any other shareholders.

     11. Payment in Installment. If pursuant to the terms of allotment or issue
of any share, all or any portion of the price thereof shall be payable in
installments, every such installment shall be paid to the Company on the due
date thereof by the then registered holder(s) of the share or the person(s) then
entitled thereto.

     12. Calls on Shares. (a) The Board of Directors may, from time to time, as
it, in its discretion, deems fit, make calls for payment upon shareholders in
respect of any sum which has not been paid up in respect of shares held by such
shareholders and which is not, pursuant to the terms of allotment or issue of
such shares or otherwise, payable at a fixed time, and each


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shareholder shall pay the amount of every call so made upon him (and of each
installment thereof if the same is payable in installments), to the person(s)
and at the time(s) and place(s) designated by the Board of Directors, as any
such times may be thereafter extended and/or such person(s) or place(s) changed.
Unless otherwise stipulated in the resolution of the Board of Directors (and in
the notice hereafter referred to), each payment in response to a call shall be
deemed to constitute a pro rata payment on account of all the shares in respect
of which such call was made.

     (b) Notice of any call for payment by a shareholder shall be given in
writing to such shareholder not less than fourteen (14) days prior to the time
of payment fixed in such notice, and shall specify the time and place of
payment, and the person to whom such payment is to be made. Prior to the time
for any such payment fixed in a notice of a call given to a shareholder, the
Board of Directors may in its absolute discretion, by notice in writing to such
shareholder, revoke such call in whole or in part, extend the time fixed for
payment thereof, or designate a different place of payment or person to whom
payment is to be made. In the event of a call payable in installments, only one
notice thereof need be given

     (c) If pursuant to the terms of allotment or issue of a share or otherwise,
an amount is made payable at a fixed time (whether on account of such share or
by way of premium), such amount shall be payable at such time as if it were
payable by virtue of a call made by the Board of Directors and for which notice
was given in accordance with paragraphs (a) and (b) of this Article 12, and the
provision of these Articles with regard to calls (and the non-payment thereof)
shall be applicable to such amount (and the non-payment thereof).

     (d) Joint holders of a share shall be jointly and severally liable to pay
all calls for payment in respect of such share and all interest payable thereon.


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     (e) Any amount called for payment which is not paid when due shall bear
interest from the date fixed for payment until actual payment thereof, at such
rate (not exceeding the then prevailing debitory rate charged by leading
commercial banks in Israel), and payable at such time(s) as the Board of
Directors may prescribe.

     (f) Upon the allotment of shares, the Board of Directors may provide for
differences among the allottees of such shares as to the amounts and times for
payment of calls for payment in respect of such shares.

     13. Prepayment. With the approval of the Board of Directors, any
shareholder may pay to the Company any amount not yet payable in respect of his
shares, and the Board of Directors may approve the payment by the Company of
interest on any such amount until the same would be payable if it had not been
paid in advance, at such rate and time(s) as may be approved by the Board of
Directors. The Board of Directors may at any time cause the Company to repay all
or any part of the money so advanced, without premium or penalty. Nothing in
this Article 13 shall derogate from the right of the Board of Directors to make
any call for payment before or after receipt by the Company of any such advance.

     14. Forfeiture and Surrender. (a) If any shareholder fails to pay an amount
payable by virtue of a call, or interest thereon as provided for in accordance
herewith, on or before the day fixed for payment of the same, the Board of
Directors, may at any time after the day fixed for such payment, so long as such
amount (or any portion thereof) or interest thereon (or any portion thereof)
remains unpaid, forfeit all or any of the shares in respect of which such
payment was called for. All expenses incurred by the Company in attempting to
collect any such amount or interest thereon, including, without limitation,
attorneys' fees and costs of legal proceedings,


                                      -9-
<PAGE>

shall be added to, and shall, for all purposes (including the accrual of
interest thereon); constitute a part of, the amount payable to the Company in
respect of such call.

     (b) Upon the adoption of a resolution as to the forfeiture of a
shareholder's share, the Board of Directors shall cause notice thereof to be
given to such shareholder, which notice shall state that, in the event of the
failure to pay the entire amount so payable by a date specified in the notice
(which date shall be not less than fourteen (14) days after the date such notice
is given and which may be extended by the Board of Directors), such shares shall
be ipso facto forfeited, provided, however, that, prior to such date, the Board
of Directors may nullify such resolution of forfeiture, but no such
nullification shall stop the Board of Directors from adopting a further
resolution of forfeiture in respect of the non-payment of the same amount.

     (c) Without derogating from Articles 54 and 59 hereof, whenever shares are
forfeited as herein provided, all dividends, if any, theretofore declared in
respect thereof and not actually paid shall be deemed to have been forfeited at
the same time.

     (d) The Company, by resolution of the Board of Directors, may accept the
voluntary surrender of any share.

     (e) Any share forfeited or surrendered as provided herein, shall become the
property of the Company, and the same, subject to the provisions of these
Articles, may be sold, re-allotted or otherwise disposed of as the Board of
Directors deems fit.

     (f) Any shareholder whose shares have been forfeited or surrendered shall
cease to be a shareholder in respect of the forfeited or surrendered shares, but
shall, notwithstanding, be liable to pay, and shall forthwith pay, to the
Company, all calls, interest and expenses owing upon or in respect of such
shares at the time of forfeiture or surrender, together with interest thereon
from the time of forfeiture or surrender until actual payment, at the rate


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<PAGE>

prescribed in Article 12(e) above, and the Board of Directors, in its
discretion, may, but shall not be obligated to, enforce the payment of such
moneys, or any part thereof. In the event of such forfeiture or surrender, the
Company, by resolution of the Board of Directors, may accelerate the date(s) of
payment of any or all amounts then owing to the Company by the shareholder in
question (but not yet due) in respect of all shares owned by such shareholder,
solely or jointly with another.

     (g) The Board of Directors may at any time, before any share so forfeited
or surrendered shall have been sold, re-allotted or otherwise disposed of,
nullify the forfeiture or surrender on such conditions as it deems fit, but no
such nullification shall stop the Board of Directors form re-exercising its
powers of forfeiture pursuant to this Article 14.

     15. Lien. (a) Except to the extent the same may be waived or subordinated
in writing, the Company shall have a first and paramount lien upon all the
shares registered in the name of each shareholder (without regard to any
equitable or other claim or interest in such shares on the part of any other
person), and upon the proceeds of the sale thereof, for his debts, liabilities
and engagements to the Company arising from any amount payable by such
shareholder in respect of any unpaid or partly paid share, whether or not such
debt, liability or engagement has matured. Such lien shall extend to all
dividends from time to time declared or paid in respect of such share. Unless
otherwise provided, the registration by the Company of a transfer of shares
shall be deemed to be a waiver on the part of the Company of the lien (if any)
existing on such shares immediately prior to such transfer.

     (b) The Board of Directors may cause the Company to sell a share subject to
such a lien when the debt, liability or engagement giving rise to such lien has
matured, in such manner as the Board of Directors deems fit, but no such sale
shall be made unless such debt,


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liability or engagement has not been satisfied within fourteen (14) days after
written notice of the intention to sell shall have been served on such
shareholder, his executors or administrators.

     (c) The net proceeds of any such sale, after payment of the costs thereof,
shall be applied in or toward satisfaction of the debts, liabilities or
engagements of such shareholder in respect of such share (whether or not the
same have matured), and the residue (if any) shall be paid to the shareholder,
his executors, administrators or assigns.

     16. Sale After Forfeiture of Surrender or in Enforcement of Lien. Upon any
sale of a share after forfeiture or surrender or for enforcing a lien, the Board
of Directors may appoint any person to execute an instrument of transfer of the
share so sold and cause the purchaser's name to be entered in the Register of
Shareholders in respect of such share. The purchaser shall be registered as the
shareholder and shall not be bound to see to the regularity of the sale
proceedings, or to the application of the proceeds of such sale, and after his
name has been entered in the Register of Shareholders in respect of such share,
the validity of the sale shall not be impeached by any person, and person, and
the remedy of any person aggrieved by the sale shall be in damages only and
against the Company exclusively.

     17. Redeemable Shares. The Company may, subject to applicable law, issue
redeemable shares and redeem the same.

     18. Conversion of Shares into Stock. (a) The Board of Directors may, with
the sanction of the shareholders previously given by Ordinary Resolution,
convert any paid-up shares into stock, and may, with like sanction, reconvert
any stock into paid-up shares of any denomination.

     (b) The holders of stock may transfer the same, or any part thereof, in the
same manner and subject to the same regulations, as the shares from which the
stock arose might


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have been transferred prior to conversion, or as near thereto as circumstances
admit, provided, however, that the Board of Directors may from time to time fix
the minimum amount of stock so transferable, and restrict or forbid the transfer
of fractions of such minimum, but the minimum shall not exceed the nominal value
of each of the shares from which such stock arose.

     (c) The holders of stock shall, in accordance with the amount of stock held
by them, have the same rights and privileges as regards the minimum amount of
stock so transferable, and restrict or forbid the transfer of fractions of such
minimum, but the minimum shall not exceed the nominal value of each of the
shares from which such stock arose.

     (d) The holders of stock shall, in accordance with the amount of stock held
by them, have the same rights and privileges as regards the minimum amount of
stock so transferable, and restrict of forbid the transfer of fractions of such
minimum, but the minimum shall not exceed the nominal value of each of the
shares from which such stock arose.

     (e) Such of the Articles of the Company as are applicable to paid-up shares
shall apply to stock, and the words "share" and "shareholder" (or "shareholder")
therein shall include "stock" and "stockholder".


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                               TRANSFER OF SHARES

     19. Registration of Transfer. (a) No transfer of shares shall be registered
unless a proper writing or instrument of transfer (in any customary form or any
other form satisfactory to the Board of Directors) has been submitted to the
Company (or its transfer agent), together with the share certificate(s) and such
other evidence of title as the Board of Directors may reasonably require. Until
the transferee has been registered in the Register of Shareholders in respect of
the shares so transferred, the Company may continue to regard the transferor as
the owner thereof.

     (b) The Board of Directors may, in its discretion to the extent it deems
necessary, close the Register of Shareholders of registration of transfers of
shares during any year for a period determined by the Board of Directors, and no
registrations of transfers of shares shall be made by the Company during any
such period during which the Register of Shareholders is so closed.

     20. Record Date for Notices of General Meeting and Other Action.
Notwithstanding any other contrary provision of these Articles, in order that
the Company may determine the shareholders entitled to notice of or to vote at
any Annual or Special General Meeting or any adjournment thereof, or to express
consent to or dissent from any corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of or to take or be
the subject of any other action, the Board of Directors may fix in advance, a
record date, which shall not be more than twenty-one nor less than four days
before the date of such meeting (or any longer or shorter period permitted by
law), nor more than sixty days prior to any other action. A determination of
shareholders of record entitled to notice of or to vote at a meeting shall apply
to


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any adjournment of the meeting; provided, however, that the Board of Directors
may fix a new record date for the adjourned meeting.

                             TRANSMISSION OF SHARES

     21. Decedents Shares. (a) In case of a share registered in the names of two
or more holders, the Company may recognize the survivor(s) as the sole owner(s)
thereof unless and until the provisions of Article 21 (b) have been effectively
invoked.

     (b) Any person becoming entitled to a share in consequence of the death of
any person, upon producing evidence of the grant of probate or letters of
administration or declaration of succession (or such other evidence as the Board
of Directors may reasonably deem sufficient), shall be registered as a
shareholder in respect of such share, or may, subject to the regulations as to
transfer herein contained, transfer such share.

     22. Receivers and Liquidators. (a) The Company may recognize any receiver,
liquidator or similar official appointed to wind-up, dissolve or otherwise
liquidate a corporate shareholder, and a trustee, manager, receiver, liquidator
or similar official appointed in bankruptcy or in connection with the
reorganization of, or similar proceeding with respect to a shareholder or its
properties, as being entitled to the shares registered in the name of such
shareholder.

     (b) Such receiver, liquidator or similar official appointed to wind-up,
dissolve or otherwise liquidate a corporate shareholder and such trustee,
manager, receiver, liquidator or similar official appointed in bankruptcy or in
connection with the reorganization of, or similar proceedings with respect to a
shareholder or its properties, upon producing such evidence as the Board of
Directors may deem sufficient as to his authority to act in such capacity or
under this Article, shall with the consent of the Board of Directors (which the
Board of Directors may grant


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or refuse in its absolute discretion), be registered as a shareholder in respect
of such shares, or may, subject to the regulations as to transfer herein
contained, transfer such shares.

                                GENERAL MEETINGS

     23. Annual General Meeting. (a) An Annual General Meeting shall be held
once in every calendar year at such time (within a period of not more than
fifteen (15) months after the last preceding Annual General Meeting) and at such
place, either within or without the State of Israel, as may be determined by the
Board of Directors.

     (b) Subject to the provisions of these Articles, the function of the Annual
General Meeting shall be to elect the members of the Board of Directors; to
appoint auditors and to fix, or authorize the directors to fix, their salaries
and to transact any other business which under these Articles or the Statutes
are to be transacted at a General Meeting.

     24. Special General Meetings. All General Meetings other than Annual
General Meetings shall be called "Special General Meeting". The Board of
Directors may, whenever it thinks fit, convene a Special General Meeting, at
such time and place, within or out of the State of Israel, as may be determined
by the Board of Directors, and shall be obliged to do so upon a requisition in
writing in accordance with Section 63 of the Companies Law.

     25. Notice of General Meetings; Omission to Give Notice. (a) Not less than
twenty-one (21) days' prior notice shall be given of every General Meeting. Each
such notice shall specify the place and the day and hour of the meeting and the
general nature of each item to be acted upon thereat, said notice to be given to
all shareholders who would be entitled to attend and vote at such meeting.
Notice of a General Meeting shall be given in accordance with the Statutes and
any other applicable law, and otherwise as the Board of Directors may determine.
Anything therein to the contrary notwithstanding, with the consent of all
shareholders entitled to


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<PAGE>

vote thereon, a resolution may be proposed and passed at such meeting although a
lesser notice than hereinabove prescribed has been given.

     (b) The accidental omission to give notice of a meeting to any shareholder,
or the non-receipt of notice sent to such shareholder, shall not invalidate the
proceedings at such meeting.

     (c) No shareholder present, in person or by proxy, at the commencement of a
General Meeting shall be entitled to seek the abolishment of any proceedings or
resolutions adopted at such General Meeting on account of any defect in the
notice of such meeting relating to the time or the place thereof, or any item to
be acted upon at such meeting which is such that is usually acted upon at Annual
General Meetings of the Company.

                         PROCEEDINGS AT GENERAL MEETINGS

     26. Quorum. (a) No business shall be transacted at a General Meeting, or at
any adjournment thereof, unless the quorum required under these Articles for
such General Meeting or such adjourned meeting, as the case may be, is present
when the meeting proceeds to business.

     (b) In the absence of contrary provisions in these Articles, two or more
shareholders (not in default in payment of any sum referred to in Article 32(a)
hereof), present in person or by proxy and holding shares conferring in the
aggregate at least thirty three and a third percent (331/3%) of the voting power
of the Company, shall constitute a quorum of General Meetings.

     (c) If within half an hour from the time appointed for the meeting a quorum
is not present, the meeting shall be adjourned to the same day in the next week,
at the same time and place, or to such day and at such time and place as the
Chairman may determine with the consent of the holders of majority of the voting
power represented at the meeting in person or by proxy and voting on the
question of adjournment. No business shall be transacted at any adjourned
meeting except business which might lawfully have been transacted at the meeting
as originally called. At such adjourned meeting (other than an adjourned
separate meeting of a particular class of shares as referred to in Article 6 of
these Articles), if the original meeting


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<PAGE>

was convened upon requisition under Section 63 of the Companies Law, one or more
shareholders, present in person or by proxy, and holding the number of shares
required for making such requisition, shall constitute a quorum, but in any
other case any two (2) shareholders (not in default as aforesaid) present in
person or by proxy, shall constitute a quorum.

     27. Chairman. The Chairman, if any, of the Board of Directors, shall
preside as Chairman at every General Meeting of the Company. If at any meeting
the Chairman is not present within fifteen (15) minutes after the time fixed for
holding the meeting or is unwilling to act as Chairman, the Co-Chairman shall
preside at the meeting. If at any such meeting both the Chairman and the
Co-Chairman are not present of are unwilling to act as Chairman, shareholders
present shall choose someone of their number to be Chairman. The office of
Chairman shall not, by itself, entitle the holder thereof to vote at any General
Meeting nor shall it entitle such holder to a second or casting vote (without
derogating, however, from the rights of such Chairman to vote as a shareholder
or proxy of a shareholder if, in fact, he is also a shareholder or such proxy).

     28. Adoption of Resolutions at General Meetings. (a) (i) An Ordinary
Resolution shall be deemed adopted if approved by the holders of a majority of
the voting power represented at the meeting in person or by proxy and voting
thereon.

          (ii) Any matter required under the Companies Ordinance to be approved
     by a Special or Extraordinary Resolution shall be deemed adopted if
     approved by an Ordinary Resolution, except as otherwise mandated by any
     provision of the Companies Ordinance then still in effect.

     (b) Every question submitted to a General Meeting shall be decided by a
written ballot

     (c) A declaration by the Chairman of the meeting that a resolution has been
carried unanimously, or carried by a particular majority, or lost, and an entry
to that effect in the


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minute book of the Company, shall be prima facie evidence of the fact without
proof of the number or proportion of the votes recorded in favor of or against
such resolution.

     29. Resolutions in Writing. A resolution in writing signed by all
shareholders of the Company then entitled to attend and vote at General Meetings
or to which all such shareholders have given their written consent (by letter,
telegram, telex, facsimile or otherwise) shall be deemed to have been
unanimously adopted by a General Meeting duly convened and held.

     30. Power to Adjourn. The Chairman of a General Meeting at which a quorum
is present may, with the consent of the holders of a majority of the voting
power represented in person or by proxy and voting on the question of
adjournment (and shall if so directed by the meeting), adjourn the meeting from
time to time and from place to place, but no business shall be transacted at any
adjourned meeting except business which might lawfully have been transacted at
the meeting as originally called.

     31. Voting Power. Subject to the provisions of Article 32(a) and subject to
any provision hereof conferring special rights as to voting, or restricting the
right to vote, every shareholder shall have one vote for each share held by him
of record or in his name with an "exchange member" and held of record by a
"nominees company" (as such terms are defined under Section 1 of the Companies
Law), on every resolution, without regard to whether the vote thereon is
conducted by a show of hands, by written ballot or by any other means.

     32. Voting Rights. (a) No shareholder shall be entitled to vote at any
General Meeting (or be counted as a part of the quorum thereat), unless all
calls then payable by him in respect of his shares in the Company have been
paid, but this Article 32(a) shall not apply to separate General Meetings of the
holders of a particular class of shares pursuant to Article 6(b).


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<PAGE>

     (b) A company or other corporate body being a shareholder of the Company
may duly authorize any person to be its representative at any meeting of the
Company or to execute or deliver a proxy on its behalf. Any person so authorized
shall be entitled to exercise on behalf of such shareholder all the power which
the latter could have exercised if it were an individual shareholder. Upon the
request of the Chairman of the meeting, written evidence of such authorization
(in form acceptable to the Chairman) shall be delivered to him.

     (c) Any shareholder entitled to vote may vote either in person or by proxy
(who need not be shareholder of the Company), or, if the shareholder is a
company or other corporate body, by representative authorized pursuant to
Article 32(b).

     (d) If two or more persons are registered as joint holders of any share,
the vote of the senior who tenders a vote, in person or by proxy, shall be
accepted to the exclusion of the vote(s) of the other joint holder(s). For the
purpose of this Article 32(d), seniority shall be determined by the order of
registration of the joint holders in the Register of Shareholder.

                                     PROXIES

     33. Instrument of Appointment. (a) An instrument appointing a proxy shall
be in writing and shall be substantially in the following form:

         "I, ________________________, of ______________________________
               (Name of Shareholder)         (Address of Shareholder)

          being a shareholder of Lumenis Ltd. hereby appoint

          __________________________, of _______________________________,
               (Name of Proxy)                 (Address of Proxy)

          as my proxy to vote for me and on my behalf at the General
          Meeting of the Company to be held on the ____  day of
          ___________, ______ and at any adjournment(s) thereof.

          Signed this _________ day of ______________, ________.


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