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

                                   FORM 10-K/A

                                 Amendment No. 3

                  [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.

This Amendment corrects and replaces the signature page previously filed with
Amendment No. 2 on the date hereof.


                                      -2-
<PAGE>


                                   SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

ESC MEDICAL SYSTEMS LTD.

By: /s/ Yacha Sutton
Yacha Sutton,
Chief Executive Officer

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)


                                       -3-