Exhibit 3.1

                                  LUMENIS LTD.
                          MEMORANDUM OF ASSOCIATION OF
                           A COMPANY LIMITED BY SHARES

1.   Company name: Lumenis Ltd.

2.   The purpose for which the Company was established:

     2.1  To engage in research, development, planning and production of high
          output electrical energy systems.

     2.2  To engage in research, development, planning and production of
          electrical energy systems that will produce other forms of energy.

     2.3  To develop products that are based on high output technologies for
          military and civilian use.

     2.4  To engage in marketing, trade, import and export of products,
          processes and knowledge of any kind and nature, and in whatever field.

     2.5  To engage in development, planning and production of products, tools,
          instruments, equipment and processes in the medical and paramedical
          field.

     2.6  To engage in research, development, planning, manufacture and trade in
          the various Scientific and Technological fields.

     2.7  To develop, plan, manufacture, sell and trade in any shape and form in
          Knowledge, software, hardware and in various scientific and
          technological fields.

     2.8  To engage in an international trade of goods of any kind.

     2.9  To engage in import and export of goods of any kind and from any
          country and place.

     2.10 To manage workshops, plants, warehouses, stores; to rent, lease,
          purchase and to sell such assets in connection with the Company's
          business from time to time.

     2.11 To enter into agreements with companies, corporations, individuals;
          whether as partners, trustees, owners, and as shareholders, in any
          kind or type of business, initiate and establish, companies,
          corporations and partnerships of any type or kind of in any field. To
          be a shareholder or interested in any form or manner in any corporate
          or any other legal entity.

<PAGE>

     2.12 To extend and receive credits, loans, grants of any type and kind and
          to any person or corporation. To invest moneys in any form and manner
          in development and research of any field whatsoever.

     2.13 To engage in any legal field that the management of the Company may
          decide from time to time.

3.   The liability of the members is limited.

4.   The authorized share capital of the Company is NIS 10,000,000 divided into
     100,000,000 Ordinary Shares, par value NIS 0.10 each.

We the undersigned wish to incorporate into a company under this Memorandum of
Association and each hereby agrees to subscribe for the number of shares of the
Company's share capital set forth opposite to its name.

<TABLE>
<CAPTION>
Serial  Signer            ID          Address             Number of
No.     Name              Number                          Shares Taken   Signature
----------------------------------------------------------------------------------------
<S>     <C>               <C>         <C>                 <C>            <C>
1.      Eckhouse Shimon   041785635   27 Aster Rabin St.  10 Ordinary    /s/ Eckhouse S.
                                      Haifa               Shares

2.      Eckhouse Musia    0693136     27 Aster Rabin St.  10 Ordinary    /s/ Eckhouse M.
                                      Haifa               Shares
</TABLE>

Date: December 24, 1991


                Witness to signatures: /s/ Goldstein Yossef, Adv.


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