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                                                                  Exhibit 4.(c)8

                        Form of Letter of Indemnification
                     provided to members of the Registrant's
                    board of directors, as July amended 2002.


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                                [ECI LETTERHEAD]

                                                         Date: ______________
To:
___________________
___________________
___________________


Dear ___________________:

                            Letter of Indemnification

         ECI Telecom Ltd.  ("ECI")  hereby  undertakes  to  indemnify  you, as a
director  of ECI,  to the  fullest  extent  permitted  by  law,  in  respect  of
obligations  and costs  specified below that may be imposed on you in connection
with and in the scope of your acts and omissions as a director of ECI (including
activities in which you participated  prior to the date of this  indemnification
letter), as follows:

         (i) a financial obligation imposed on you in favor of another person by
a court judgment, including a compromise judgment or an arbitrator's award which
has been confirmed by a court; and

         (ii) reasonable litigation costs,  including lawyer's fees, expended by
you or which were imposed on you by a court, in proceedings  instituted  against
you by ECI or in its name or by any other  person,  or in a  criminal  charge of
which you were  acquitted,  or in a criminal  charge of which you were convicted
for a criminal offense that does not require proof of criminal intent.

         The above indemnification will also apply to any action taken by you in
your  capacity as a director  and/or  officer of any other  company  controlled,
directly or  indirectly,  by ECI, or in your capacity as a director (or observer
at meetings of the board of  directors)  of a company not  controlled by ECI but
where your  appointment as a director (or observer)  results from ECI's holdings
in such company.

         Indemnification  according to this letter will be subject to applicable
law and to the following terms and conditions:

         1. That you notify ECI within a reasonable time of your learning of any
legal  proceedings  instigated or initiated  against you in connection  with any
event that may give rise to indemnification  and that you provide ECI, or anyone
specified by ECI, with all documents related to the proceeding in question.

         2.  Other  than with  regard to  proceedings  that have been  initiated
against you by ECI or in its name:



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         2.1 ECI reserves the right to represent  you in the  proceedings  or to
appoint any legal  counsel of its choice for this purpose  (unless its choice of
legal counsel is unacceptable to you for reasonable reasons).  ECI or such legal
counsel  will take all  necessary  steps to bring the matter to a close and will
keep you informed of key steps in the  process.  The  appointed  counsel will be
bound by a fiduciary  duty to you and to ECI. If a conflict of interests  should
arise  between the appointed  counsel and yourself,  counsel will inform ECI and
you will be entitled to appoint a different counsel reasonably acceptable to ECI
and the terms of this indemnification letter shall apply to the new appointment.

         2.2 If, in  accordance  with this  Section 2, ECI has taken upon itself
the conduct of your  defense,  then ECI's  obligation  to reimburse you for your
legal fees and expenses that you may incur in connection with your defense shall
be  only  to  the  extent  that  it has  expressly  agreed  to do so in  writing
subsequent to this letter of indemnification.

         2.3  ECI  will  have  no  liability  or  obligation  pursuant  to  this
indemnification  letter to indemnify you for any amount expended by you pursuant
to any compromise or settlement  agreement  reached in any suit, demand or other
proceeding as aforesaid without ECI's consent to such compromise or settlement.

         2.4 In the event of criminal  proceedings,  ECI and legal  counsel will
not have the right to plead guilty in your name or to agree to a plea-bargain in
your name without your consent. In a civil proceeding (whether before a court or
an arbitrator or as a part of a settlement or a compromise arrangement), ECI and
legal counsel will not have the right to admit to any  occurrences  that are not
indemnifiable  pursuant to this letter  and/or  pursuant  to law,  without  your
consent. However, the aforesaid will not prevent ECI, and legal counsel with the
approval of ECI, to come to a financial  arrangement with a plaintiff in a civil
proceeding  without your consent  provided that such  arrangement will not be an
admittance of an  occurrence  not  indemnifiable  pursuant to this letter and/or
pursuant to law. In addition, if ECI should decide to settle by arbitration or a
settlement or any other compromise arrangement,  it shall be allowed to do so as
long as the proceedings against you are terminated first or in parallel.

         2.5 If ECI so requests, you will sign any document that will empower it
or any appointed  counsel to represent  you and defend you in any  proceeding as
stated above.  You will  cooperate,  as reasonably  requested,  with ECI and any
appointed  legal  counsel and ECI shall  cover all related  expenses so that you
will not have to make any payments or incur any expenses yourself.

     3. That ECI will not be required  to pay any  amounts  under this letter of
indemnification  that  were,  in  fact,  already  paid to you or on your  behalf
through or in connection with insurance or any other indemnification obligations
undertaken  to you by anyone in ECI. ECI will be entitled to any and all amounts
collected  from  a  third  party  in  connection  with  liabilities  indemnified
hereunder.



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     4. That upon your request for payment in connection with any  indemnifiable
event  pursuant  to this  indemnification  letter,  ECI shall  complete  all the
necessary  arrangements  required  by the law for payment and shall use its best
efforts  to  obtain  the   necessary   authorizations,   if  required.   If  any
authorization  should  be  required  for  payment,  and such  payment  is not so
authorized  for any reason,  such payment or the  relevant  part thereof will be
subject to the  approval of the court (if  relevant)  and ECI shall use its best
efforts to obtain such authorization.


     5.  That in the  event  that  you  are  indemnified  and  paid  amounts  in
accordance  with  this  letter of  indemnification  in  connection  with a legal
proceeding,  and  subsequent  thereto,  it  becomes  evident  that  you were not
entitled to such  amounts,  such amounts are to be considered as a loan given to
you by ECI  subject to  interest at the rate  specified  in section  3(9) of the
Income Tax Ordinance or any successor  section.  You shall repay such amounts in
accordance with the payment plan and schedule determined by ECI in writing.

     6. That you shall continue to remain entitled to  indemnification by ECI as
provided in this letter of indemnification after you are no longer a director of
ECI, provided that the events that give rise to the payments, costs and expenses
for which indemnification is being sought occurred while you were a director.

     7. That ECI will not  indemnify you for any amounts you may be obligated to
pay in respect of the following matters:

         7.1. A breach of your duty of loyalty to ECI,  unless you acted in good
faith and had reasonable cause to assume that the action would not prejudice the
interests of ECI.

         7.2.  A  breach  of  the  duty  of  care  made  intentionally  or  with
recklessness ("pzizut"),  as established by the judicial authority that ruled in
the relevant proceeding.

         7.3. An intentional act intended to unlawfully yield a personal profit,
as established by the judicial authority that ruled in the relevant proceeding.

         7.4. A fine or a penalty imposed on you.

         7.5 A  counterclaim  made by ECI or in its  name in  connection  with a
claim against ECI filed by you.

     8. The  indemnification  set forth in this letter of indemnification  shall
include all the  financial  obligations  and the costs  incurred by you that are
covered by clauses (i) and (ii) of the  introductory  paragraph  of this letter,
relating to each of the following subjects:



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         8.1.  Any  offering  by ECI of  securities  in ECI,  and/or any sale of
securities in ECI by a shareholder,  to private  investors  and/or to the public
and listing of such securities,  and/or the offer by ECI to purchase  securities
from  the  public  and/or  from  private  investors  or other  holders,  and any
undertakings,  representations,  warranties and other obligations related to any
such  offering or sale and ECI's  status as a public  company or as an issuer of
securities.

         8.2.  ECI's status,  obligations  and/or  actions as a public  company,
and/or the fact that ECI's  securities  were  issued to the public or to private
investors and/or are traded on a stock exchange (including Nasdaq Stock Market),
whether in Israel or abroad.

         8.3.  ECI's  business  operations  and  activities  including,  without
limitation,  the purchase,  distribution,  marketing and sale of ECI's equipment
and/or products and/or any marketing plans and/or publications.

         8.4.  ECI's  undertakings,   activities  and  communications  with  the
authorities  with respect to its business  operations and activities  including,
without  limitation,  the  purchase,  distribution,  marketing and sale of ECI's
equipment and/or products and/or any marketing plans and/or publications.

         8.5.  Investments  made  by ECI  and/or  its  subsidiaries  and/or  its
affiliates in other entities whether before and/or after the investment is made,
entering  into  the  transaction,  the  execution,  development  and  monitoring
thereof,  including actions taken or alleged omissions by you in the name of ECI
and/or any  subsidiary  thereof  and/or  any  affiliate  thereof as a  director,
officer,  employee and/or a board observer of the entity which is the subject of
the transaction and the like.

         8.6. The merger,  acquisition or other business combination or any such
proposed transaction of ECI, any subsidiary thereof and/or any affiliate thereof
with or into another  entity and/or the sale or proposed sale of the  operations
and/or business,  or part thereof, of ECI, any of its subsidiaries and/or any of
its affiliates.

         8.7. Labor relations and/or employment matters in ECI, its subsidiaries
and/or its affiliates and trade  relations of ECI, its  subsidiaries  and/or its
affiliates,  including  with  employees,  independent  contractors,   customers,
suppliers and various service providers.

         8.8. The testing of equipment and/or products developed and/or marketed
by ECI, its  subsidiaries  and/or its affiliates  and/or in connection  with the
distribution, sale, license or use of such equipment and/or products.

         8.9.  The  intellectual  property of ECI, its  subsidiaries  and/or its
affiliates,  and its  protection,  including  the  registration  or assertion of
rights  to   intellectual   property  and  the  defense  of  claims  related  to
intellectual property.


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         8.10. Actions taken (or alleged omissions) pursuant to or in accordance
with the policies and procedures of ECI, its subsidiaries and/or its affiliates,
whether such policies and procedures are published or not.

         8.11.  The borrowing or other receipt of funds and any other  financing
transaction  or  arrangement,  or any such  proposed  transaction,  agreement or
arrangement.

         8.12. The sale, purchase and holding of negotiable  securities or other
investments for or in the name of ECI, and/or a subsidiary and/or an affiliate.

         8.13.  The exposure to market  risks  (including,  without  limitation,
movements  in  currency-exchange  rates and interest  rates) and the  management
thereof.

         8.14. Class actions,  derivative actions or any other legal proceedings
against  you  and/or  ECI  and/or  any of its  subsidiaries  or  affiliates,  in
connection with your role and/or activities in ECI or on its behalf.

         8.15. Any other actions which can be  anticipated  for companies of the
type of ECI, and which the Board of Directors may deem appropriate.

     9. Although ECI cannot accurately predict the maximum exposure with respect
to any of the above  subjects,  ECI  believes  that an amount of US$  30,000,000
(thirty  million  United  States  dollars)  per  subject  (under  this letter of
indemnification  together with any prior and future  indemnification  letter, if
granted to you),  is a  reasonable  maximum  for the  indemnification  set forth
herein however,  the total amount of Indemnification that ECI undertakes towards
all persons whom it has resolved to indemnify for all the above  subjects in the
circumstances described therein, jointly and in the aggregate,  shall not exceed
a maximum  amount equal to  US$225,000,000  (two hundred and twenty five million
United  States  Dollars),  or such  other  sum as shall,  from time to time,  be
approved  by the  directors  of ECI.  However,  in the event you would have been
entitled to additional  indemnification but for this maximum,  ECI will consider
in good faith increasing this maximum and/or  indemnifying you retroactively for
financial obligations in excess of this maximum, on a case-by-case basis.

     10 For  the  avoidance  of  doubt,  it is  hereby  clarified  that  nothing
contained  in this  letter  derogates  from ECI's  right to  indemnify  you post
factum, subject to applicable law, for any amounts which you may be obligated to
pay  (including  financial  obligations  imposed on you following  class actions
proceedings, if applicable) without the limitations set forth above.

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         If any  undertaking  included  in this  indemnification  letter is held
invalid or unenforceable,  such invalidity or  unenforceability  will not affect
any of the  other  undertakings  which  will  remain in full  force and  effect.
Furthermore,  if such invalid or  unenforceable  undertaking  may be modified or
amended so as to be valid and enforceable as a matter of law, such  undertakings
will be deemed to have been  modified or  amended,  and any  competent  court or
arbitrator are hereby authorized to modify or amend such  undertaking,  so as to
be valid and enforceable to the maximum extent permitted by law.


         This letter of indemnification  and all issues related thereto shall be
governed by the laws of Israel,  without  giving  effect to any conflicts of law
principles.  The courts in Tel Aviv,  Israel shall have the exclusive  local and
international  jurisdiction  in connection with all matters that arise regarding
this letter of indemnification.

                                     Very truly yours,


                                     ECI Telecom Ltd.



                                     By:
                                        --------------------------------


                                        --------------------------------
                                        Name             Position


I accept the terms and conditions of the above letter of indemnification.



     --------------------                    --------------------
           Director                                  Date